Common use of Top-Up Option Clause in Contracts

Top-Up Option. (a) The Company hereby grants to Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, to purchase at a price per share equal to the greater of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so that, when added to the number of Shares owned by Sub prior to the exercise of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn.

Top-Up Option. (a) The Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.101.04, to purchase at a price per share equal to the greater Offer Price paid in the Offer that number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares shares of Common Stock (the “Top-Up Shares”) so equal to the lowest number of shares of Common Stock that, when added to the number of Shares shares of Common Stock owned by Sub prior to Parent and its Subsidiaries at the time of exercise of the Top-Up Option, Sub will own at least ninety percent (90%) shall constitute one share more than 80% of the Shares shares of Common Stock outstanding immediately after the issuance of the Top-Up Shares on a fully diluted basis (not including which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof). Upon Parent’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Parent the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess shares of Common Stock issued and outstanding as of immediately prior to the Shares authorized and unissued at the time of exercise of the Top-Up Option and (ii) after giving effect to the issuance of the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by SubShares. The Top-Up Option shall be exercisable once only once, in whole but not in part, at any time following the Acceptance Time Offer Closing and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that In the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If event Merger Sub wishes to exercise the Top-Up Option, Merger Sub shall give deliver to the Company written noticenotice (the “Top-Up Notice”), specifying (i) the number of Shares shares of Common Stock owned by Sub, Parent and its Subsidiaries at the time of such notice (giving effect to the Offer Closing) and (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase pricepurchase. The Company shall, as soon as practicable following receipt of such noticethe Top-Up Notice, deliver written notice to Merger Sub specifying, based on the information provided by Merger Sub in its notice, the number of Top-Up SharesShares to be purchased by Merger Sub. Prior to At the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable owed by Merger Sub to the Company for the Top-Up Shares may shall be paidpaid to the Company at Parent’s election, at Sub’s option, either (i) entirely in cash, by wire transfer of same-day funds or (ii) by executing (A) paying in cash by wire transfer of same-day funds an amount equal to not less than the aggregate par value of the Top-Up Shares and delivering (B) issuing to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of price pursuant to the Top-Up Option less the amount paid in cash pursuant to the preceding clause (A) (the “Promissory Note”). The Promissory Note (i) shall not be registered under bear simple interest at a rate of five percent (5%) per annum, payable in arrears at maturity, (ii) shall mature on the Securities Act and first anniversary of the date of execution of the Promissory Note, (iii) shall be full recourse to Parent and Merger Sub, (iv) may be prepaid, at any time, in whole or in part, without premium or penalty, and (v) shall have no other material terms. The Company shall cause to be issued in reliance upon an exemption for transactions not involving to Merger Sub a public offering. Sub agrees that certificate representing the Top-Up OptionShares or, and if the Company does not then have certificated shares, the applicable number of Book-Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by federal or state securities Laws. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to be acquired upon exercise of occur on the same day that the Top-Up Option, if any, are being and shall be acquired Notice is deemed received by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company pursuant to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up SharesSection 10.07, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and if not withdrawnso consummated on such day, as promptly thereafter as possible.

Top-Up Option. (a) The Company hereby grants to Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and subject to the conditions set forth in this Section 1.10Agreement, to purchase at a price per share equal to the greater Offer Price paid in the Offer that number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so equal to the lowest number of Shares that, when added to the number of Shares directly or indirectly owned by Parent or Sub prior to at the time of exercise of the Top-Up Option, Sub will own at least shall constitute one share more than ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery proceduresdetermined on a fully diluted basis); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, (x) following the Acceptance Time or after a subsequent offering period, seventy eighty percent (7080%) or more of the Shares shall be directly or indirectly owned by SubParent or Sub and (y) after the giving effect to the exercise of the Top-Up Option, Parent, Sub and any wholly owned subsidiary of Parent or Sub would own in the aggregate one share more than ninety percent (90%) of the number of outstanding Shares (after giving effect to the issuance of the Top-Up Option but excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee). The Top-Up Option shall be exercisable only once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. ; provided, however, that so long as the Minimum Condition is satisfied upon the Acceptance Time, Parent and Sub may assign exercise the Top-Up Option Option, on a second occasion, on the same terms and its rights and obligations pursuant to conditions set forth in this Section 1.10, 1.10 in its sole discretion, the event the Shares that were subject to Parentguarantees of delivery were not properly tendered in the Offer. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company one (1) business day prior written notice, specifying (i) the number of Shares directly or indirectly owned by SubParent and Sub at the time of such notice, (ii) a place and a time for the closing of such purchase and purchase, (iii) the number of Shares Parent or Sub intends to purchase pursuant to the Top-Up Option and (iv) manner in which Parent or Sub intends to pay the applicable purchase price. The aggregate purchase price payable for the Shares purchased by Sub or Parent pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by the Offer Price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to At the closing of the purchase of the Top-Up Shares, upon Sub’s request, the purchase price owed by Sub to the Company therefor shall use its reasonable best efforts be paid to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding Company (A) as of immediately prior to the exercise of the Top-Up Option and by wire transfer or cashier’s check or (B) after giving effect by issuance by Sub to the issuance Company of a promissory note, which shall bear interest at three percent (3%) per annum, shall mature on the first anniversary of the Top-Up Sharesdate of execution and delivery of such promissory note and may be prepaid, in whole or in part, without premium or penalty. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Parent and Sub represent and warrant to the Company that Sub is, or shall be upon any purchase of Top-Up Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of . Any certificates evidencing the Company shares acquired pursuant to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of shall include any legends required by applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawnsecurities laws.

Top-Up Option. (a) The Subject to Section 1.04(b) and 1.04(c) of this Agreement, the Company hereby irrevocably grants to Sub Merger Sub, an irrevocable option option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, to purchase at a price per share from the Company, up to the number of authorized and unissued Company Shares equal to the greater number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Company Shares (the “Top-Up Shares”) so that, when added to the number of Company Shares owned by Merger Sub prior to at the time of the exercise of the Top-Up Option, Sub will own constitutes at least ninety percent (one Company Share more than 90%) % of the Shares that would be outstanding immediately after the issuance of all Company Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis or, at Parent’s election, on a primary basis at the Effective Time (such Company Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (not including b) The Top-Up Option may be exercised by Merger Sub only once, at any time during the ten Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided in accordance with the terms of this Agreement, during the ten Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Sub shall own as of such time less than 90% of the Shares owned by Sub any Shares tendered pursuant outstanding on a fully-diluted basis; provided that notwithstanding anything in this Agreement to unfulfilled guaranteed delivery procedures); providedthe contrary, however, that (i) the Top-Up Option shall not be exercisable for a to the extent (i) the issuance of the Top-Up Shares would require approval of the Company’s stockholders under any applicable Legal Requirement or (ii) the number of Company Shares in excess issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares. The aggregate purchase price payable for the Top-Up Shares authorized and unissued at being purchased by Merger Sub pursuant to the time Top-Up Option shall be determined by multiplying the number of such Top-Up Shares by the Offer Price, without interest. Such purchase price shall be payable in cash by Merger Sub. (c) In the event Merger Sub wishes to exercise the Top-Up Option, Merger Sub shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Sub intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Option may not be exercised unless, following Shares by Merger Sub (the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The “Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior Closing”) is to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its termstake place. Sub may assign At the Top-Up Option Closing, Parent and its rights Merger Sub shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and obligations the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares. The parties hereto agree to use their reasonable best efforts to cause the Top-Up Closing to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to this Section 1.109.09, in its sole discretionand if not so consummated on such day, to Parent. as promptly thereafter as possible (b) The parties shall cooperate to ensure provided, however, that the issuance and delivery Company shall not be required to issue the Top-Up Shares until the consideration required to be received in exchange of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase pricehas been received). The Company shall, as soon as practicable following receipt of such notice, deliver written notice parties further agree to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its their reasonable best efforts to cause its transfer agent the Merger to certify be consummated in writing accordance with Section 253 of Delaware Law as contemplated by Section 6.11 as close in time as possible to Sub the number of Shares issued and outstanding (A) as of immediately prior including, to the exercise of extent possible, on the Top-Up Option and (Bsame day as) after giving effect to the issuance of the Top-Up Shares. (cd) The aggregate purchase price payable for Parent and Merger Sub understand that the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall will not be registered under the Securities Act and shall will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub represents, warrants and agrees that the Top-Up OptionOption is being, and the Top-Up Shares to be acquired upon exercise of the Top-Up Optionwill be, if any, are being and shall be acquired by Merger Sub for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act). (e) The obligation . Each of Parent and Merger Sub represents and warrants to the Company to deliver Top-Up Shares that Merger Sub is, or will be upon the exercise purchase of the Top-Up Option is subject to Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Securities Act. Any certificates evidencing Top-Up Shares in respect of such exercise, shall include any legends required by applicable securities laws. (iie) due to Any dilutive impact on the exercise value of the Top-Up Option, the number Shares as a result of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered will not be taken into account in any determination of the Offer and not withdrawnfair value of any dissenting Company Shares pursuant to Section 262 of Delaware Law as contemplated by Section 2.08.

Top-Up Option. (a) The Company hereby grants to Sub Purchaser an irrevocable option (the “Top-Up Option”), exercisable only on upon the terms and subject to the conditions set forth in this Section 1.10herein, to purchase purchase, at a price per share equal to the greater Offer Price, that number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Company Shares (the “Top-Up Option Shares”) so equal to the lesser of (x) the lowest number of Company Shares that, when added to the number of Company Shares owned by Sub prior to Parent, Purchaser and their respective Subsidiaries and Affiliates at the exercise time of such exercise, shall constitute ten thousand (10,000) shares more than 90% of the Top-Up Option, Sub will own at least ninety percent Company Shares then outstanding (90%) of the Shares outstanding immediately after giving effect to the issuance of the Top-Up Option Shares) and (y) an aggregate number of Company Shares (not including in that is equal to 19.9% of the Company Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures)issued and outstanding as of the date hereof; provided, however, that (i) the Top-Up Option shall not be exercisable unless, (i) immediately prior to such exercise, Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 80% of the Company Shares then outstanding and (ii) immediately after such exercise and the issuance of Company Shares pursuant thereto, Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 90% of the Company Shares then outstanding; and provided, further, that in no event shall the Top-Up Option be exercisable for a number of Company Shares in excess of the Shares Company’s total authorized and unissued at Company Shares. (b) Provided that no applicable Legal Requirement shall prohibit the time of exercise of the Top-Up Option and (ii) or the issuance of the Top-Up Option Shares pursuant thereto, or otherwise make such exercise or issuance illegal, Purchaser may not be exercised unless, following exercise and re-exercise the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once multiple times, in whole but not in part, at any time following or times after the Acceptance Time and prior to the earlier to occur of (Ai) the Effective Time and (Bii) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent7. (bc) The parties shall cooperate to ensure Each time that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub Purchaser wishes to exercise the Top-Up Option, Sub Purchaser shall give send to the Company a written noticenotice (a “Top-Up Exercise Notice”) specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares which the Purchaser wishes to receive, specifying (i) and the number of Shares owned by Subplace, (ii) a place time and a time date for the closing of such the purchase and sale pursuant to the Top-Up Option (iii) the manner in which Sub intends to pay the applicable purchase pricea “Top-Up Closing”). The Company shall, as soon as practicable following promptly after receipt of such noticea Top-Up Exercise Notice, deliver a written notice to Sub specifying, based on the information provided by Sub in its notice, Purchaser confirming the number of Top-Up SharesOption Shares and the aggregate purchase price therefore. Prior to the closing of the purchase of the At each Top-Up SharesClosing, upon Sub’s request, Purchaser shall pay the Company shall use its reasonable best efforts the aggregate price required to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of be paid for the Top-Up Option and Shares issuable at such Top-Up Closing, by delivery of, at Purchaser’s option, (A) immediately available funds by wire transfer to an account designated by the Company, (B) a promissory note, bearing simple interest at 5% per annum, and due six months after giving effect to the issuance of the Top-Up Shares. Closing, or (cC) The aggregate purchase price payable for the any combination thereof. At each Top-Up Shares may be paidClosing, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company shall cause to be issued to Purchaser a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, certificate or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of certificates representing the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Shares issuable at such Top-Up Option, and the Top-Up Closing. Certificates representing Company Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of with the Top-Up Option is subject to the conditions may include any legends that (i) no provision of any applicable Law and no judgment, injunction, order are required by federal or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawnstate securities laws.

Top-Up Option. (a) The Company hereby grants to Sub the Purchaser an irrevocable option (the “Top-Top Up Option”), exercisable only on after acceptance by the Purchaser of, and payment for, Shares tendered in the Offer and thereafter upon the terms and conditions set forth in this Section 1.102.4, to purchase at a price purchase, for consideration per share Top Up Option Share equal to the greater Offer Price, up to that number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Top Up Option Shares”) so equal to the number of Shares that, when added to the number of Shares owned by Sub prior to Parent and the exercise Purchaser immediately following the consummation of the Top-Up OptionOffer, Sub will own at least ninety percent (shall constitute one share more than 90%) % of the Shares then outstanding immediately on a fully diluted basis (after giving effect to the issuance of the Top-Top Up Option Shares (but excluding from Purchaser’s ownership, but not including in from the Shares owned by Sub any outstanding Shares, Shares tendered pursuant to unfulfilled guaranteed delivery proceduresprocedures that have not yet been delivered in settlement or satisfaction of such guarantee); provided, however, that (i) that the Top-Up Option shall not be exercisable for a number unless, immediately after such exercise and the issuance of Shares in excess of pursuant thereto, the Shares authorized and unissued at Short Form Threshold would be reached (assuming the time of exercise issuance of the Top-Up Option Shares) and (ii) in no event shall the Top-Top Up Option may not be exercised unless, following exercisable to the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more extent the number of Shares issuable upon the exercise of the Shares shall be owned by Sub. The Top-Top Up Option shall be exercisable once at any time following would exceed the Acceptance Time number of the Company’s then authorized and prior to unissued Shares (including Shares held in the earlier to occur treasury of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to ParentCompany). (b) The parties shall cooperate to ensure In the event that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub Purchaser wishes to exercise the Top-Top Up Option, Sub Parent shall give the Company three (3) Business Days’ prior written notice, notice specifying (i) the number of Shares that are owned by Sub, (ii) Parent and the Purchaser immediately following consummation of the Offer and specifying a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase pricepurchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, Purchaser specifying the number of Top-Top Up Option Shares. Prior to At the closing of the purchase of the Top-Top Up Option Shares, upon Sub’s request, Parent or the Purchaser shall pay to the Company shall use its reasonable best efforts an aggregate purchase price equal to cause its transfer agent to certify in writing to Sub the product of (i) the number of Shares issued and outstanding Top Up Option Shares, multiplied by (ii) the Offer Price as follows: (A) as the portion of immediately prior the aggregate purchase price equal to the exercise par value of the Top-Top Up Option Shares shall be paid in cash and (B) after giving effect to the issuance balance of the Top-Up Shares. (c) The remaining aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, paid (i1) in cash, cash or (ii2) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a some combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall be on terms as provided by Parent or Purchaser to the Company, which terms shall include the following termsfollowing: (1w) the maturity date principal amount and accrued interest under the promissory note shall be one payable upon five (15) year after issuanceBusiness Days following the demand of the Company therefor, (2x) the unpaid principal amount of the promissory note shall will accrue simple interest at a per annum rate of 3.00% equal to the short-term applicable federal rate at the time such promissory note is executed and delivered, (3y) the promissory note may be prepaid in whole or in part at any time, without penalty or prior noticenotice and (z) the unpaid principal amount and accrued interest under the promissory note shall immediately become due and payable in the event that there is a failure to pay interest on the promissory note as provided therein and such failure continues for a period of 30 days after written notice from the Company. The Company, Parent and Purchaser acknowledge and agree that, in any appraisal proceeding related to this Agreement, the fair value of the Shares subject to the appraisal proceeding shall be determined in accordance with the DGCL without regard to the exercise by Purchaser of the Top Up Option, any Shares issued upon exercise of the Top Up Option or the promissory note referred to in this Section 2.4(b). (dc) Parent and Sub the Purchaser acknowledge that the Top Up Option Shares that Sub the Purchaser may acquire upon exercise of the Top-Top Up Option shall will not be registered under the Securities Act and shall will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Sub Parent and the Purchaser represent and warrant to the Company that the Purchaser is, or will be upon the purchase of the Top Up Option Shares, an “Accredited Investor,” as defined in Rule 501 of Regulation D under the Securities Act. The Purchaser agrees that the Top-Top Up Option, Option and the Top-Top Up Option Shares to be acquired upon exercise of the Top-Top Up Option, if any, Option are being and shall will be acquired by Sub the Purchaser for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning in violation of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn.

Top-Up Option. (a) The Subject to Sections 1.04(b) and 1.04(c), the Company hereby grants to Sub Merger Subsidiary an irrevocable option option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, to purchase at a price per share equal from the Company, up to the greater number of (i) authorized and unissued Shares, the last reported sale price number of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so that, when added to the number of Shares owned by Sub prior to the exercise of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued Merger Subsidiary at the time of exercise of the Top-Up Option and (ii) Option, constitutes one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option may not be exercised unlessOption, following the Acceptance Time or after calculated on a subsequent offering period, seventy percent fully-diluted basis (70%) or more of the Shares shall to be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur issued upon exercise of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10Option, in its sole discretion, to Parentthe “Top-Up Shares”). (b) The parties Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall cooperate own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to ensure that the issuance and delivery contrary, the Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) Option would exceed the number of Shares owned by Subauthorized but unissued and unreserved Shares, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable unless immediately following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and (B) Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after giving effect to the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Shares. Option, or (ciii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares may being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be paiddetermined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, at Sub’s option, without interest. Such purchase price shall be payable by Merger Subsidiary (iA) in cash, (iiB) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iiiC) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a combination thereofnotice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, provided that Sub as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall use cash for at least cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the aggregate par value Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares. The , Parent and Merger Subsidiary shall cause to be delivered to the Company Board has approved such the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. Any The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such promissory note shall include day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the following terms: Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (1including, to the extent possible, on the same day as) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount issuance of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior noticeTop-Up Shares. (d) Parent and Sub acknowledge Merger Subsidiary understand that the Shares that Sub may acquire upon exercise of the Top-Up Option shall Shares will not be registered under the Securities 1933 Act and shall will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Sub Each of Parent and Merger Subsidiary represents, warrants and agrees that the Top-Up OptionOption is being, and the Top-Up Shares to be acquired upon exercise of the Top-Up Optionwill be, if any, are being and shall be acquired by Sub Merger Subsidiary for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities 1933 Act). (e) The obligation of the Company to deliver . Any certificates evidencing Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of may include any legends required by applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawnsecurities laws.

Top-Up Option. (a) The Subject to clause (c) below, the Company hereby grants to Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10Agreement, to purchase at a price per share equal to the greater Offer Price paid in the Offer up to that number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so equal to the lowest number of Shares that, when added to the number of Shares directly or indirectly owned by Parent or Sub prior to at the time of exercise of the Top-Up Option, Sub will own at least shall constitute one share more than ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery proceduresdetermined on a fully diluted basis); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy eighty percent (7080%) or more of the Shares shall be directly or indirectly owned by Parent or Sub. The Top-Up Option shall be exercisable only once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies comply with all applicable Laws, including compliance with an applicable exemption from registration of the Top-Up Shares under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company one (1) business day’s prior written notice, specifying (i) the number of Shares directly or indirectly owned by Sub, Parent at the time of such notice and (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase pricepurchase. The Company shall, as soon as reasonably practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to At the closing of the purchase of the Top-Up Shares, upon Sub’s request, the purchase price owed by Sub to the Company therefor shall use its reasonable best efforts be paid to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding Company (A) as of immediately prior to the exercise of the Top-Up Option and in cash, by wire transfer or cashier’s check or (B) after giving effect by issuance by Sub to the issuance Company of a promissory note on terms reasonably satisfactory to the Top-Up SharesCompany. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute one Share more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, Shares and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn. For all purposes of this Agreement, the term “Affiliate” when used with respect to any person means any other person who is an “affiliate” of that first person within the meaning of Rule 405 under the Securities Act. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act and will be issued in reliance upon an exemption for transactions not involving a public offering. Parent and Sub represent and warrant to the Company that Sub is, or will be upon any purchase of Top-Up Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and will be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).

Top-Up Option. (aA) The Company hereby grants to Sub Purchaser an irrevocable option (the “"Top-Up Option”"), exercisable only on upon the terms and subject to the conditions set forth in this Section 1.10herein, to purchase purchase, at a price per share equal to the greater Offer Price, that number of Company Shares (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the "Top-Up Option is exercised or Shares") equal to the lesser of (iix) the Closing Amount, newly issued lowest number of Company Shares (the “Top-Up Shares”) so that, when added to the number of Company Shares owned by Sub prior to Parent, Purchaser and their respective Subsidiaries and Affiliates at the exercise time of such exercise, shall constitute ten thousand (10,000) shares more than 90% of the Top-Up Option, Sub will own at least ninety percent Company Shares then outstanding (90%) of the Shares outstanding immediately after giving effect to the issuance of the Top-Up Option Shares) and (y) an aggregate number of Company Shares (not including in that is equal to 19.9% of the Company Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures)issued and outstanding as of the date hereof; provided, however, that (i) the Top-Up Option shall not be exercisable unless, (i) immediately prior to such exercise, Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 80% of the Company Shares then outstanding and (ii) immediately after such exercise and the issuance of Company Shares pursuant thereto, Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 90% of the Company Shares then outstanding; and provided, further, that in no event shall the Top-Up Option be exercisable for a number of Company Shares in excess of the Shares Company's total authorized and unissued at Company Shares. (B) Provided that no applicable Legal Requirement shall prohibit the time of exercise of the Top-Up Option and (ii) or the issuance of the Top-Up Option Shares pursuant thereto, or otherwise make such exercise or issuance illegal, Purchaser may not be exercised unless, following exercise and re-exercise the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once multiple times, in whole but not in part, at any time following or times after the Acceptance Time and prior to the earlier to occur of (Ai) the Effective Time and (Bii) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent7. (bC) The parties shall cooperate to ensure Each time that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub Purchaser wishes to exercise the Top-Up Option, Sub Purchaser shall give send to the Company a written noticenotice (a "Top-Up Exercise Notice") specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares which the Purchaser wishes to receive, specifying (i) and the number of Shares owned by Subplace, (ii) a place time and a time date for the closing of such the purchase and sale pursuant to the Top-Up Option (iii) the manner in which Sub intends to pay the applicable purchase pricea "Top-Up Closing"). The Company shall, as soon as practicable following promptly after receipt of such noticea Top-Up Exercise Notice, deliver a written notice to Sub specifying, based on the information provided by Sub in its notice, Purchaser confirming the number of Top-Up SharesOption Shares and the aggregate purchase price therefore. Prior to the closing of the purchase of the At each Top-Up SharesClosing, upon Sub’s request, Purchaser shall pay the Company shall use its reasonable best efforts the aggregate price required to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of be paid for the Top-Up Option and Shares issuable at such Top-Up Closing, by delivery of, at Purchaser's option, (A) immediately available funds by wire transfer to an account designated by the Company, (B) a promissory note, bearing simple interest at 5% per annum, and due six months after giving effect to the issuance of the Top-Up Shares. Closing, or (cC) The aggregate purchase price payable for the any combination thereof. At each Top-Up Shares may be paidClosing, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company shall cause to be issued to Purchaser a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, certificate or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of certificates representing the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Shares issuable at such Top-Up Option, and the Top-Up Closing. Certificates representing Company Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of with the Top-Up Option is subject to the conditions may include any legends that (i) no provision of any applicable Law and no judgment, injunction, order are required by federal or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawnstate securities laws.

Top-Up Option. (a) The Company hereby grants to Sub an irrevocable option (the “"Top-Up Option”"), exercisable only on or after the terms and conditions set forth in this Section 1.10Determination Time, to purchase that number of shares of Company Common Stock (the "Top-Up Option Shares") equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Sub at the time of such exercise, shall constitute one share more than ninety percent (90%) of the then outstanding shares of Company Common Stock (assuming the issuance of the Top-Up Option Shares), at a price per share equal to the greater of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which Offer Price; provided, however, that the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so that, when added to the number of Shares owned by shall not be exercisable unless immediately after such exercise Sub prior to the exercise of the Top-Up Option, Sub will would own at least ninety percent (90%) of the Shares then outstanding immediately after shares of Company Common Stock (assuming the issuance of the Top-Up Shares Option Shares) and at least ninety percent (not including in 90%) of the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures)then outstanding shares of Company Series D Stock; and provided, howeverfurther, that (i) in no event shall the Top-Up Option shall not be exercisable for a number of Shares shares in excess of the Shares Company's then authorized but unissued shares of Company Common Stock (giving effect to such shares of Company Common Stock reserved for issuance pursuant to outstanding Company Employee Stock Options, Warrants and unissued at the time shares of Company Series D Stock as though such shares of Company Common Stock were outstanding). (b) Sub may exercise of the Top-Up Option Option, in whole but not in part, at any one time after the occurrence of a Top-Up Exercise Event and (ii) prior to the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by SubTermination Date. The "Top-Up Option shall be exercisable once at any time following Termination Date" will occur upon the Acceptance Time and prior to the earlier earliest to occur of the following: (Ai) the Effective Time and Time; (Bii) the termination of this Agreement in accordance with pursuant to its terms. ; and (iii) ten (10) Business Days after the occurrence of a Top-Up Exercise Event, if Sub may assign has failed to notify the Company in writing of its intent to exercise the Top-Up Option in accordance with the terms and its rights and obligations pursuant to conditions of this Section 1.10, in its sole discretion, to ParentAgreement. (bc) The parties shall cooperate to ensure that the issuance and delivery For purposes of the this Agreement, a "Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under Exercise Event" shall occur only if immediately after consummation of the Securities Act. If Offer Sub beneficially owns at least eighty-five percent (85%) of the outstanding shares of Company Common Stock and at least ninety percent (90%) of the outstanding shares of Company Series D Stock. (d) In the event Sub wishes to exercise the Top-Up Option, Sub shall give so notify the Company written noticein writing, specifying and shall set forth in such notice (i) the number of Shares shares of Company Common Stock that are expected to be owned by Sub, Sub immediately preceding the purchase of the Top-Up Option Shares and (ii) a the place and a time for the closing of such the purchase and of the Top-Up Option Shares (iii) the manner in which Sub intends to pay the applicable purchase price"Top-Up Closing"). The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifyingnotify Sub, based on in writing, of the information provided by Sub in its notice, number of shares of Company Common Stock then outstanding and the number of Top-Up Option Shares. Prior to the closing of the purchase of At the Top-Up SharesClosing, upon Sub’s request, Sub shall pay the Company shall use its reasonable best efforts the aggregate price required to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of be paid for the Top-Up Option Shares and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company shall cause to be issued to Sub a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of certificate representing the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act)Shares. (e) The obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions that following conditions: (i) any applicable waiting period under the HSR Act and regulations analogous to the HSR Act existing in foreign jurisdictions relating to the issuance of the Top-Up Option Shares will have expired or been terminated; (ii) no provision of any applicable Applicable Law or regulation and no judgment, injunction, order Order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of any such exercise, ; and (iiiii) due either (A) delivery of the Top-Up Option Shares would not require the approval of the Company's stockholders pursuant to the rules and regulations of The Nasdaq Stock Market or (B) Sub shall have notified the Company in writing that it intends to cause the Effective Time to occur no later than one (1) Business Day after the Top-Up Closing. (f) Parent and Sub understand that the shares of Company Common Stock that Sub may acquire upon exercise of the Top-Up Option, Option will not be registered under the number of Shares owned by Parent, Sub Securities Act and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on issued in reliance upon an exemption thereunder for transactions not involving a fully-diluted basis immediately after public transaction. Sub is, or will be upon the issuance purchase of the Top-Up Option Shares, an Accredited Investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act. Sub agrees that the Top-Up Option and (iii) the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Sub has accepted for payment all Shares validly tendered in the Offer purpose of investment and not withdrawnwith a view to or for resale in connection with any distribution thereof within the meaning of the Securities Act. (g) Certificates evidencing the Top-Up Option Shares delivered hereunder may, at the Company's election, contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 OR ANY EXEMPTION THEREFROM.

Top-Up Option. (a) The Company hereby grants to Merger Sub an irrevocable option option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), exercisable only on to purchase from the terms Company up to the number of authorized and conditions set forth in unissued shares of Company Common Stock (including as authorized and unissued shares, for purposes of this Section 1.101.4, to purchase at a price per share any shares of Company Common Stock held in the treasury of the Company) equal to the greater number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so shares that, when added to the number of Shares shares owned by Merger Sub prior to the exercise of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and Option, constitutes one share more than the number of shares (iithe “Requisite Short-Form Merger Shares”) entitled to cast 90% of all the votes entitled to be cast by the holders of the Company Common Stock on the Merger after the issuance of all shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis or, as may be elected by Parent, on a primary basis as of immediately prior to the issuance of such shares (such shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may not be exercised unlessby Merger Sub, following the Acceptance Time in whole or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once in part at any time following the Acceptance Time Offer Closing and prior to the earlier to occur of (Ai) the Effective Time and (Bii) the termination of this Agreement in accordance with its terms, provided that Merger Sub shall own as of such time less than the Requisite Short-Form Merger Shares. Sub may assign Notwithstanding anything in this Agreement to the contrary, the Top-Up Option and its rights and obligations pursuant shall not be exercisable to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying extent (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for Shares would require approval of the Top-Up Shares may be paid, at SubCompany’s option, (i) in cashstockholders under Nasdaq Rule 4350, (ii) by executing and delivering to the number of shares of Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire Common Stock issuable upon exercise of the Top-Up Option shall would exceed the number of authorized but unissued shares of Company Common Stock that are not be registered under the Securities Act and shall be issued in reliance upon an exemption already reserved for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, issuance or for resale in connection with, (iii) any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no other provision of any applicable Law and no laws or judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares. The aggregate purchase price payable for the Top-Up Shares in respect being purchased by Merger Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such exerciseshares by the Offer Price, (ii) due without interest. Such aggregate purchase price may be paid by Merger Sub, at its election, either in the same form of consideration as the Offer Price or by executing and delivering to the Company a promissory note having a principal amount equal to such purchase price. (c) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares comply with all applicable laws, including compliance with an applicable exemption from registration of the Top-Up Shares under the Securities Act of 1933 (the “Securities Act”). In the event Merger Sub wishes to exercise of the Top-Up Option, Merger Sub shall give the Company at least three business days prior written notice, specifying (i) the number of Top-Up Shares owned by Parent, that Merger Sub intends to purchase pursuant to the Top-Up Option; (ii) the manner in which Merger Sub intends to pay the applicable purchase price; and their Affiliates will constitute more than ninety percent (90%iii) the place and time for the closing of such purchase. At the closing of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance purchase of the Top-Up Shares, Parent and (iii) Merger Sub has accepted shall cause to be delivered to the Company the consideration required to be delivered in exchange for payment all Shares validly tendered in the Offer Top-Up Shares, and not withdrawnthe Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares.

Top-Up Option. (a) The Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.101.04, to purchase at a price per share equal to the greater Offer Price paid in the Offer up to that number (but not less than that number) of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares shares of Company Common Stock (the “Top-Up Shares”) so equal to the lowest number of shares of Company Common Stock that, when added to the number of Shares owned shares of Company Common Stock owned, directly or indirectly, by Parent or Merger Sub prior to and their respective Subsidiaries at the time of exercise of the Top-Up Option, Sub will own at least ninety percent (shall constitute no less than one share more than 90%) % of the Shares number of shares of Company Common Stock that will be outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by SubShares. The Top-Up Option shall be exercisable once only once, in whole but not in part, at any time following the Acceptance Time Offer Closing and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. ; provided, however, that (i) upon exercise of the Top-Up Option, the number of shares of Company Common Stock owned, directly or indirectly, by Parent or Merger Sub may assign and their respective Subsidiaries shall constitute no less than one share more than 90% of the number of shares of Company Common Stock that will be outstanding immediately after the issuance of the Top-Up Shares; (ii) the Top-Up Option shall not be exercisable for a number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized and unissued or held in the treasury of the Company at the time of exercise of the Top-Up Option (giving effect to the shares of Company Common Stock issuable pursuant to all then-outstanding stock options, restricted stock units and any other rights to acquire Company Common Stock as if such shares were outstanding), (iii) at the time of exercise, Merger Sub shall have accepted for payment all shares of Company Common Stock validly tendered in the Offer and not validly withdrawn, and (iv) the exercise of the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under shall not be prohibited by any Law or Order. (b) In the Securities Act. If event Merger Sub wishes to exercise the Top-Up OptionOption in accordance with Section 1.04(a), Merger Sub shall give so notify the Company written noticeCompany, specifying and shall set forth in such notice (i) the number of shares of the Company Common Stock expected to be owned, directly or indirectly, by Parent or Merger Sub and their respective Subsidiaries immediately preceding the purchase of the Top-Up Shares owned by Sub(giving effect to the Offer Closing), (ii) the number of Top-Up Shares to be purchased, (iii) a place and a time for the closing of such purchase purchase, and (iiiiv) Merger Sub’s agreement to (and Parent’s agreement to cause Merger Sub to) consummate the manner Merger in which Sub intends to pay accordance with the applicable purchase price. The Company shall, DGCL as soon promptly as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, . At the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise closing of the Top-Up Option and (B) after giving effect to the issuance purchase of the Top-Up Shares. (c) The , the aggregate purchase price payable owed by Merger Sub to the Company for the Top-Up Shares may shall be paid, paid to the Company by Merger Sub at Merger Sub’s optionelection, either (i) entirely in cash, by wire transfer of immediately available funds to an account designated by the Company, (ii) by (A) paying in cash by wire transfer of by wire transfer of immediately available funds to an account designated by the Company an amount equal to not less than the aggregate par value of the Top-Up Shares and (B) executing and delivering to the Company a promissory note having a principal amount equal to the balance aggregate purchase price of the remaining aggregate purchase priceTop-Up Shares (the “Promissory Note”), or (iii) by a combination thereofof the methods set forth in the preceding clauses (i) and (ii). The Promissory Note (i) shall bear simple interest at a rate of 5% per annum, provided that (ii) shall mature on the first anniversary of the date of execution of the Promissory Note, (iii) shall be full recourse to Parent and Merger Sub, (iv) may be prepaid, at any time, in whole or in part, without premium or penalty, and (v) shall have no other material terms. The Company shall cause to be issued to Merger Sub shall use cash for at least the aggregate par value of a certificate representing the Top-Up Shares or, if the Company does not then have certificated Shares, the applicable number of Book-Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by federal or state securities Laws. The Company Board has approved such consideration for the Parties shall cooperate to ensure that any issuance of Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior noticeShares is accomplished consistent with all applicable Laws. (dc) Parent and Merger Sub acknowledge that the no Top-Up Shares that Sub may acquire issued upon exercise of the Top-Up Option shall not will be registered under the Securities Act of 1933, as amended, and shall the rules and regulations promulgated thereunder (the “Securities Act”) and that all such shares will be issued in reliance upon an applicable exemption from registration under the Securities Act for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub are, and will be, upon the exercise of the Top-Up Option and purchase of the Top-Up Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act. Each of Parent and Merger Sub agrees that the Top-Up Option, Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, Option are being and shall will be acquired by Sub it for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (ed) The obligation parties agree and acknowledge that in any appraisal proceeding to determine the fair value of any Dissenting Shares pursuant to Section 262 of the Company DGCL as contemplated by Section 3.03, to deliver Top-Up Shares upon the exercise of fullest extent permitted by applicable Law, the Surviving Corporation shall not assert that the Top-Up Option is subject to Option, the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery issuance of the Top-Up Shares in respect of such exercise, (ii) due or the payment by Merger Sub to the exercise Company of any consideration for the Top-Up Shares should be taken into account. (e) In the event of any change in the number of shares of outstanding Company Common Stock by reason of any stock dividend, stock split, recapitalization, combination, exchange of shares, merger, consolidation, reorganization or the like or any other change in the corporate or capital structure of the Company that would have the effect of diluting Merger Sub’s rights under the Top-Up Option, the number of Top-Up Option Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of adjusted appropriately so as to restore to Merger Sub its rights hereunder with respect to the Top-Up Shares, and (iiiOption as the same exists as of the date of this Agreement; provided that this Section 1.04(e) Sub has accepted for payment all Shares validly tendered in shall not be deemed to constitute a waiver of any breach by the Offer and not withdrawnCompany of Section 6.01.

Top-Up Option. (a) The Company hereby grants to Parent and Merger Sub an irrevocable option (the ““ Top-Up Option”), exercisable only on subject to the terms and conditions set forth in this Section 1.10hereof, to purchase at a price per share equal to from the greater Company that number of (i) the last reported sale price shares of a Share on The Nasdaq Company Common Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the ““ Top-Up Shares”) so equal to the lowest number of shares of Company Common Stock that, when added to the number of Shares shares of Company Common Stock owned by Sub prior to the exercise of the Top-Up Option, Sub will own at least ninety percent Parent and its Subsidiaries (90%including Merger Sub) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and (ii) Option, shall constitute one share of Company Common Stock more than 90% of the number of shares of Company Common Stock outstanding, at an exercise price per Top-Up Option may not be exercised unlessShare equal to the Offer Price; provided that, following the Acceptance Time or after a subsequent offering periodMerger Sub may, seventy percent (70%) or more and at the request of the Shares Company, Merger Sub shall be owned by Sub. The Top-(and at the request of the Company, Parent shall cause Merger Sub to) exercise the Top- Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of Option, only if (Ai) the Effective Time and (B) the termination exercise of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Lawsshall not be prohibited by any Law or Restraint, (ii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option, including compliance with an applicable exemption from registration under and (iii) Merger Sub irrevocably commits upon exercise of the Securities Act. If Top-Up Option to promptly effect a short-form merger pursuant to Section 1.05 hereof following such exercise. (b) The Top-Up Option shall only be exercisable once, in whole and not in part, promptly after the acceptance for payment by Merger Sub wishes of shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Tender Condition; provided that, the Top-Up Option shall terminate upon the earlier of (i) the termination of this Agreement and (ii) the Effective Time. (c) To exercise the Top-Up Option, Parent or Merger Sub shall give so notify the Company written notice, specifying in writing and shall set forth in such notice (i) the number of Shares shares of Company Common Stock owned by Parent and its Subsidiaries (including Merger Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of immediately preceding the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn.,

Top-Up Option. (a) The Company hereby grants to Sub Purchaser an irrevocable option (the “90% Top-Up Option”), exercisable only on upon the terms and subject to the conditions set forth in this Section 1.10herein, to purchase purchase, at a price per share equal to the greater Offer Price, payable in cash, that number of shares of Common Stock (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the “90% Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so equal to the lesser of: (x) the lowest number of shares of Common Stock that, when added to the number of Shares shares of Common Stock owned by Sub prior to Parent, Purchaser and their respective subsidiaries at the exercise time of such exercise, shall constitute one share more than 90% of the Top-Up Option, Sub will own at least ninety percent shares of Common Stock then outstanding on a fully diluted basis (90%) of the Shares outstanding immediately after giving effect to the issuance of the 90% Top-Up Shares Option Shares); and (not including y) an aggregate number of shares of Common Stock in excess of the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures)Company’s total authorized and unissued shares of Common Stock; provided, however, that (i) the 90% Top-Up Option shall not be exercisable for a number unless, immediately after such exercise and the issuance of Shares in excess shares of Common Stock pursuant thereto, the Short Form Threshold would be reached (assuming the issuance of the Shares authorized and unissued at the time of exercise of the 90% Top-Up Option Shares) and (ii) if the number of 90% Top-Up Option may Shares issued equals or exceeds 20% of the number of the issued and outstanding Shares as of the date hereof all of the conditions set forth in Article VII must be satisfied or waived (other than those that by their terms cannot be exercised unless, following satisfied until the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more time of the Shares Closing). (b) Provided that no applicable Law or other legal impediment shall be owned by Sub. The prohibit the exercise of the 90% Top-Up Option shall be exercisable once or the issuance of the 90% Top-Up Option Shares pursuant thereto, or otherwise make such exercise or issuance illegal, Purchaser may exercise the 90% Top-Up Option, in whole but not in part, at any one time following after the Acceptance Appointment Time and prior to the earlier to occur of of: (Ai) the Effective Time Time; and (Bii) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent8.1. (bc) The parties shall cooperate to ensure that In the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub event Purchaser wishes to exercise the 90% Top-Up Option, Sub Purchaser shall give send to the Company a written noticenotice (a “90% Top-Up Exercise Notice”, the date of which notice is referred to herein as the “90% Top-Up Notice Date”) specifying (i) the number denominations of the certificate or certificates evidencing the 90% Top-Up Option Shares owned by Subwhich Purchaser wishes to receive, (ii) a place and a the place, time and date for the closing of such the purchase and sale pursuant to the 90% Top-Up Option (iii) the manner in which Sub intends to pay the applicable purchase price“90% Top-Up Closing”). The Company shall, as soon as practicable following promptly after receipt of such noticethe 90% Top-Up Exercise Notice, deliver a written notice to Sub specifying, based on the information provided by Sub in its notice, Purchaser confirming the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the 90% Top-Up Option Shares and the aggregate purchase price therefor (B) after giving effect to the issuance of the “90% Top-Up Shares. (c) The aggregate purchase price payable for Notice Receipt”). At the 90% Top-Up Closing, Purchaser shall pay the Company the aggregate price required to be paid for the 90% Top-Up Option Shares and the Company shall cause to be issued to Purchaser a certificate or certificates representing the 90% Top-Up Option Shares. The purchase price for the 90% Top-Up Option Shares may be paidpaid by Purchaser, at Sub’s optionits election, (i) either in cash, (ii) cash or by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate such purchase price, or (iii) a by any combination thereof, provided that Sub shall use of cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved and such consideration for the Top-Up Sharespromissory note. Any such promissory note shall include bear interest at the following terms: (1applicable federal rate determined under Section 1274(d) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the Code, shall mature on the first anniversary of the date of execution and delivery of such promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole without premium or in part at penalty. Such certificates may include any time, without penalty legends that are required by federal or prior notice. (d) state securities Laws. Parent and Sub acknowledge Purchaser understand that the Shares that Sub which Purchaser may acquire upon exercise of the 90% Top-Up Option shall will not be registered under the Securities Act and shall will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Sub Parent and Purchaser represent and warrant to the Company that Purchaser is, or will be upon the purchase of the 90% Top-Up Option Shares, an Accredited Investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act. Purchaser agrees that the 90% Top-Up Option, Option and the 90% Top-Up Option Shares to be acquired upon exercise of the 90% Top-Up Option, if any, Option are being and shall will be acquired by Sub Purchaser for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn.

Top-Up Option. (a) The Company hereby grants to Sub Purchaser an irrevocable option option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, ) to purchase at a price per share equal to the greater that number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Option Shares”) so equal to the lowest number of Shares that, when added to the number of Shares owned by Sub prior to Parent and Purchaser at the exercise time of such exercise, shall constitute one Share more than 90% of the Top-Up Option, Sub will own at least ninety percent then outstanding Shares (90%) of the Shares outstanding immediately after determined on a fully diluted basis and assuming the issuance of the Top-Up Option Shares), at a price per share equal to the Per Share Amount. (b) The Top-Up Option shall become exercisable upon Purchaser’s acceptance for payment and payment for Shares pursuant to the Offer (the “Purchase Date”) if Parent and Purchaser do not then own 90% of the then outstanding Shares (determined on a fully diluted basis). The Top-Up Option shall be exercisable in whole and not including in part and may be exercised only once and only during the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures)ten Business Day period after the Purchase Date; provided, however, that (i) notwithstanding anything in this Agreement to the contrary the Top-Up Option shall not be exercisable for a number of Shares in excess of and shall terminate on the Shares authorized and unissued at Purchase Date if (i) the time of exercise issuance of the Top-Up Option and Shares would require stockholder approval under the rules of the Nasdaq Stock Market, or (ii) the number of Top-Up Option Shares would exceed the number of authorized but unissued shares of Common Stock; and, provided, further, that the Top-Up Option may not be exercised unless, following shall terminate upon the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier first to occur of (Ax) the Effective Time and Time; (By) the termination of this Agreement in accordance with its terms. Sub may assign , and (z) 5:00 p.m. Central Time on the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parentdate that is ten Business Days after the Purchase Date. (bc) The parties shall cooperate to ensure that In the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub event Purchaser wishes to exercise the Top-Up Option, Sub Purchaser shall give so notify the Company written noticein writing, specifying and shall set forth in such notice (i) the number of Shares shares of Common Stock that will be owned by Sub, Parent and Purchaser immediately preceding the purchase of the Top-Up Option Shares and (ii) a the place and a time for the closing of the purchase of the Top-Up Option Shares, which shall not be more than five (5) Business Days after delivery of such purchase and notice (iii) the manner in which Sub intends to pay the applicable purchase price“Top-Up Closing”). The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on notify Parent and Purchaser in writing of the information provided by Sub in its notice, number of shares of Common Stock then outstanding and the number of Top-Up Option Shares. Prior to the closing of the purchase of At the Top-Up SharesClosing, upon Sub’s request, Purchaser shall pay the Company shall use its reasonable best efforts the aggregate price required to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of be paid for the Top-Up Option Shares by wire transfer of same day funds to a bank account designated by the Company and (B) after giving effect the Company shall cause to the issuance of be issued to Purchaser a certificate representing the Top-Up Option Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge Purchaser understand that the Shares that Sub Company Common Stock which Purchaser may acquire upon exercise of the Top-Up Option shall will not be registered under the Securities Act and shall will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Sub Purchaser agrees that the Top-Up Option, Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option, if any, Option are being and shall will be acquired by Sub Purchaser for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Certificates evidencing Top-Up Option is subject to Shares delivered hereunder may, at the conditions that (i) no provision Company’s election, contain the following legend: “The Shares represented by this certificate have not been registered under the Securities Act of any applicable Law 1933 and no judgmentmay not be sold, injunction, order pledged or decree shall prohibit otherwise transferred except in accordance with the exercise registration requirements of the Top-Up Option Securities Act of 1933 or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawnany exemption therefrom.”

Top-Up Option. (a) The Company Subject to the satisfaction of the Minimum Condition, the Target hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.102.04, to purchase at a price per share equal to the greater $1.18 up to that number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares shares of Target Common Stock (the “Top-Up Shares”) so equal to the lowest number of shares of Target Common Stock that, when added to the number of Shares shares of Target Common Stock owned by Sub prior to Parent and its Subsidiaries, including Merger Sub, at the time of exercise of the Top-Up Option, Sub will own at least ninety percent (constitutes one share more than 90%) % of the Shares shares of Target Common Stock outstanding immediately after the issuance of the Top-Up Shares on a fully diluted basis (not including in which assumes conversion or exercise of all derivative securities regardless of the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery proceduresconversion or exercise price, the vesting schedule or other terms and conditions thereof); provided, however, that (i) the Top-Up Option shall will not be exercisable for a number of Shares shares of Target Common Stock in excess of the Shares shares of Target Common Stock authorized and unissued or held in the treasury of the Target at the time of exercise of the Top-Up Option (giving effect to the shares of Target Common Stock issuable pursuant to all then-outstanding stock options, restricted stock units and any other rights to acquire Target Common Stock as if such shares were outstanding), (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more exercise of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all has not been prohibited by any Law or Order, and (iii) the issuance of the Top-Up Shares does not require approval of the Target’s stockholders under applicable LawsLaw (including the rules and regulations of any applicable United States securities exchange on which the Target Common Stock is traded). The Top-Up Option will be exercisable only once, including compliance with an applicable exemption from registration in whole but not in part, until the later of thirty (30) days following the Offer Closing or fifteen (15) days following the conclusion of the “subsequent offering periods” under Section 2.01(f) (the Securities Act. If “Top-Up Option Exercise Period”). (b) In the event Merger Sub wishes to exercise the Top-Up Option, Merger Sub shall will give the Company Target at least three (3) Business Days prior written notice, specifying (i) the number of Shares shares of the Target Common Stock owned by Parent and its Subsidiaries, including Merger Sub, at the time of such notice (giving effect to the Offer Closing) and (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase pricepurchase. The Company shallTarget will, as soon as practicable following receipt of such notice, deliver written notice to Merger Sub specifying, based on the information provided by Merger Sub in its notice, the number of Top-Up SharesShares to be purchased by Merger Sub. Prior to At the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable owed by Merger Sub to the Target for the Top-Up Shares may will be paidpaid to the Target at Parent’s election, at Sub’s option, either (i) entirely in cash, by wire transfer of same-day funds or (ii) partially in cash by executing wire transfer of same-day funds of an amount equal to not less than the aggregate par value of the Top-Up Shares and delivering partially by issuing to the Company Target a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of price needed to exercise the Top-Up SharesOption less the amount paid in cash, such promissory note to (A) be due and payable on or within six (6) months after the Effective Time, (B) bear simple interest at a rate of five percent (5%) per annum, (C) be full recourse to Merger Sub, and (D) contain no other material terms. The Company Board has approved such consideration for Target will cause to be issued to Merger Sub a certificate representing the Top-Up Shares or, if the Target does not then have certificated Shares, the applicable number of Book-Entry Shares. Any such promissory note shall Such certificates or Book-Entry Shares may include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole any legends that are required by federal or in part at any time, without penalty or prior noticestate securities Laws. (dc) Parent and Merger Sub acknowledge that the no Top-Up Shares that Sub may acquire issued upon exercise of the Top-Up Option shall not will be registered under the Securities Act Act, and shall that all such shares will be issued in reliance upon an applicable exemption for transactions not involving a public offeringfrom registration under the Securities Act. Each of Parent and Merger Sub agrees hereby represents and warrants to the Target that (i) Merger Sub is, and will be, upon the purchase of the Top-Up OptionShares, and an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act, (ii) the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, Option are being and shall will be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution “distribution” thereof (within the meaning of the Securities Act). , (eiii) The obligation Merger Sub has such knowledge, skill and experience in business, financial and investment matters that Merger Sub is capable of evaluating the Company to deliver Top-Up Shares upon the exercise merits and risks of an investment in the Top-Up Option is subject Shares, (iv) with the assistance of Merger Sub’s own professional advisors, to the conditions extent that (i) no provision of any applicable Law Merger Sub has deemed appropriate, Merger Sub has made its own legal, tax, accounting and no judgment, injunction, order or decree shall prohibit the exercise financial evaluation of the Top-Up Option or the delivery merits and risks of an investment in the Top-Up Shares in respect of such exercise, (ii) due to and the exercise consequences of the Top-Up Option, and (v) Merger Sub has considered the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) suitability of the number Top-Up Shares as an investment in light of Shares that will be outstanding its own circumstances and financial condition, and Merger Sub is able to bear the risks associated with an investment in the Top-Up Shares. (d) Any dilutive impact on the value of the shares of Target Common Stock as a fully-diluted basis immediately after result of the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered will not be taken into account in any determination of the Offer and not withdrawnfair value of any Dissenting Shares pursuant to Section 262 of the DGCL as contemplated by Section 4.03.

Top-Up Option. (a) The Subject to ‎Section 2.04(b) and Section 2.04(c) hereof, the Company hereby grants to Sub MergerSub an irrevocable option (the “Top-Up Option”), exercisable only on for so long as this Agreement has not been terminated pursuant to the terms and conditions set forth in this Section 1.10provisions of Article IX, to purchase from the Company at a price per share equal to the greater Offer Price the number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior authorized and unissued Company Common Shares equal to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued number of Company Common Shares (the “Top-Up Shares”) so that, when added to the number of Company Common Shares owned by Sub prior to the Buyer Parties and their Affiliates at the time of exercise of the Top-Up Option, Sub will own at least ninety percent (90%) Option or the taking of any action under Section 3-106 of the MGCL as contemplated by Section 7.02 (whichever is greater), constitutes one (1) Company Common Share more than 90% of the votes entitled to be cast by the holders of the then outstanding number of Company Common Shares and Company Series D Preferred Shares (after reflecting and taking into account any adjustment to the number of votes such holders have relative to holders of Company Common Shares in accordance with the terms of the Company Series D Preferred Shares), voting together as a class, on a fully diluted basis (which assumes the exercise of all in-the-money options for Company Common Shares vested and exercisable as of the Acceptance Date and 60 days thereafter, at the time of the expiration of the Offer), that would be outstanding immediately after the issuance of all Company Common Shares subject to the Top-Up Option (such Company Common Shares subject to the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by MergerSub, in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if the Subsequent Offering Period is made available, during the 10 Business Day period following the expiration date of the Subsequent Offering Period and only if Parent and MergerSub collectively shall own Company Common Shares as of such time entitled to cast less than 90% of the votes entitled to be cast by the holders of the then outstanding number of Company Common Shares and Company Series D Preferred Shares (not including after reflecting and taking into account any adjustment to the number of votes such holders have relative to holders of Company Common Shares in accordance with the terms of the Company Series D Preferred Shares), voting together as a class, on a fully diluted basis (which assumes the exercise of all in-the-money options for Company Common Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery proceduresvested and exercisable as of the Acceptance Date and 60 days thereafter, at the time of the expiration of the Offer); provided, however, that notwithstanding anything in this Agreement to the contrary (i) the Top-Up Option shall not be exercisable for a if (A) the number of Company Common Shares in excess of the Shares authorized and unissued at the time of issuable upon exercise of the such Top-Up Option and (ii) would exceed the Top-Up Option may not be exercised unless, following the Acceptance Time number of authorized but unissued Company Common Shares or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at if any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of applicable Laws or any applicable Law and no judgment, injunction, order or decree shall prohibit of any Governmental Authority would prohibit, or require any action, consent, approval, authorization or permit of, action by, or filing with or notification to, any Governmental Authority or the Company’s stockholders in connection with the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, which action, consent, approval, authorization or permit, action, filing or notification has not theretofore been obtained or made, as applicable. The aggregate purchase price payable for the Company Common Shares being purchased by MergerSub pursuant to the Top-Up Option shall be determined by multiplying the number of such shares by the Offer Price and shall be paid in cash. (c) In the event MergerSub wishes to exercise the Top-Up Option, MergerSub shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that MergerSub intends to purchase pursuant to the Top-Up Option, (ii) due the manner in which MergerSub intends to pay the applicable exercise price and (iii) the place and time at which the closing of the purchase of such Top-Up Shares by MergerSub is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and MergerSub that, as promptly as practicable following such exercise of the Top-Up Option, MergerSub intends to (and MergerSub shall, as promptly as practicable after such exercise) consummate the number of Shares owned Merger in accordance with the MGCL as contemplated by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) Section 7.02. At the closing of the number purchase of the Top-Up Shares, Parent and MergerSub shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to MergerSub, a certificate representing the Top-Up Shares. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that will the Top-Up Notice is deemed received by the Company pursuant to ‎Section 10.02, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be outstanding consummated in accordance with the MGCL as contemplated by ‎Section 7.02 as close in time as possible to (including, to the extent possible, on a fully-diluted basis immediately after the same day as) the issuance of the Top-Up Shares. Parent and MergerSub understand that the Top-Up Shares will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. MergerSub represents, warrants and agrees that the Top-Up Option is being, and (iii) Sub has accepted the Top-Up Shares will be, acquired by MergerSub for payment all Shares validly tendered in the Offer purpose of investment and not withdrawnwith a view to or for resale in connection with any distribution thereof within the meaning of the Securities Act. Any certificates representing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) The Company hereby irrevocably grants to Sub Offeror an irrevocable option (the “Top-Up Option”), exercisable only on upon the terms and conditions set forth in this Section 1.101.04, to purchase at a price per share equal up to the greater that number of (i) the last reported sale price shares of a Share on The Nasdaq Company Common Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Option Shares”) so equal to a number of shares of Company Common Stock that, when added to the number of Shares shares of Company Common Stock directly or indirectly owned by Sub prior to Parent or any of its Subsidiaries (including the exercise of the Top-Up Option, Sub will own at least ninety percent (90%Offeror and its Subsidiaries) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of such exercise, shall constitute the least amount required so that Parent and Offeror own more than 90% of the shares of Company Common Stock outstanding on a fully diluted basis (as provided below) immediately after exercise of the Top-Up Option and (ii) at a price per share as set forth below; provided that in no event shall the Top-Up Option may not be exercised unless, following the Acceptance Time or after exercisable for a subsequent offering period, seventy percent (70%) or more number of shares of Company Common Stock in excess of the Company’s then authorized but unissued shares of Company Common Stock. For purposes of percentage of ownership calculations with respect to the Company under this Agreement, “fully diluted basis” assumes the conversion or exercise of all derivative securities or other rights to acquire Company Common Stock regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof, other than any shares of Company Common Stock subject to the Top-Up Option. The purchase price for the Top-Up Option Shares shall be owned equal to the Offer Price, which price shall be payable either, at Offeror’s election, (A) entirely in cash or (B) in cash in an amount equal to the aggregate par value of the purchased Top-Up Option Shares and by Sub. the issuance of a full recourse note with a principal amount equal to the remainder of the exercise price. (b) The Top-Up Option shall be exercisable once by Offeror, in whole or in part, at any time following on or after the Acceptance Time (so long as the exercise of the Top-Up Option would, after the issuance of shares of Company Common Stock thereunder, be sufficient to allow the Short Form Merger to occur), and prior to the earlier to occur of (Ai) the Effective Time and (Bii) the termination of this Agreement in accordance with its terms. Sub may assign ; provided, however, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option and its rights and obligations pursuant is subject to this the conditions that (A) no Law or Order (each as defined in Section 1.10, in its sole discretion, to Parent. (b4.01(d)) The parties shall cooperate to ensure that prohibit the issuance and delivery exercise of the Top-Up Option or the delivery of all or a portion of the Top-Up Option Shares complies in respect of such exercise, (B) no Governmental Entity or self-regulatory organization including any stock exchange shall have threatened any action with all applicable Lawsrespect thereto, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to (C) upon exercise of the Top-Up Option, Sub the number of shares of Company Common Stock owned by Parent or Offeror constitutes more than 90% of the number of shares of Company Common Stock that will be outstanding on a fully diluted basis immediately after the issuance of the Top-Up Option Shares, and (D) Offeror has accepted for payment all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Without limiting the obligations set forth in Section 6.03, if the Top-Up Option shall give not be exercised in whole or part by Offeror within five (5) Business Days of the Acceptance Time to the extent necessary to allow the Short Form Merger to occur, the Offeror shall use its reasonable best efforts to cooperate with the Company written noticeto obtain, specifying as soon as practicable, such required stockholder approval or, pursuant to Section 6.01, the Stockholder Approval and to consummate the Merger. (c) Upon the exercise of the Top-Up Option in accordance with Section 1.04(a), Parent shall so notify the Company and shall set forth in such notice (i) the number of Shares shares of Company Common Stock that are expected to be owned by SubParent, Offeror or any wholly-owned Subsidiary of Parent or Offeror immediately preceding the purchase of the Top-Up Option Shares and (ii) a place and a time for the closing of the purchase of the Top-Up Option Shares (and the Company shall issue the Top-Up Option Shares at such purchase and (iii) the manner in which Sub intends to pay the applicable purchase pricedesignated time). The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on notify Parent and Offeror of the information provided by Sub in its notice, number of shares of Company Common Stock then outstanding and the number of Top-Up Option Shares. Prior to At the closing of the purchase of the Top-Up Option Shares, upon Sub’s requestParent or Offeror, as the case may be, shall pay the Company shall use its reasonable best efforts the aggregate price required to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of be paid for the Top-Up Option Shares pursuant to Section 1.04(a), and (B) after giving effect the Company shall cause to the issuance of be issued to Parent or Offeror a certificate or book-entry shares representing the Top-Up Option Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Top-Up Option Shares that Sub which Offeror may acquire upon exercise of the Top-Up Option shall will not be registered under the Securities Act and shall will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Sub represent and warrant to the Company that Offeror is, or will be upon the purchase of the Top-Up Option Shares, an “accredited investor”, as defined in Rule 501 of Regulation D under the Securities Act. Sub agrees that the Top-Up Option, Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option, if any, Option are being and shall will be acquired by Sub Offeror for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only on upon the terms and subject to the conditions set forth in this Section 1.10Agreement, to purchase from the Company, at a price per share equal to the greater Offer Price paid in the Offer, up to that number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares shares of Company Common Stock (the “Top-Up Option Shares”) so that, when added to the number of Shares shares of Company Common Stock owned by Parent (or any of its Subsidiaries) or Merger Sub prior to the exercise of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option Option, would constitute one (1) share more than ninety percent (90%) of the shares of Company Common Stock then outstanding on a fully-diluted basis (“on a fully-diluted basis” meaning the number of shares of Company Common Stock then issued and outstanding, plus all shares of Company Common Stock that the Company may be required to issue as of such date pursuant to options (iiwhether or not then vested or exercisable), rights, convertible or exchangeable securities (only to the extent then convertible or exchangeable into shares of Company Common Stock) or similar obligations then outstanding, and after giving effect to the issuance of the Top-Up Option may Shares, but excluding from Parent’s (and any of its Subsidiaries’) and Merger Sub’s ownership, but not be exercised unlessfrom the outstanding shares of Company Common Stock, following shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) (the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub“Short Form Threshold”). The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub Parent may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.101.3, in its sole discretion, to Parentany of its Subsidiaries, including Merger Sub. (b) The parties Top-Up Option may be exercised at any time after consummation of the Offer and prior to the earlier of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms; provided, however, the Top-Up Option shall cooperate not be exercisable to ensure that the extent (A) the number of shares of Company Common Stock subject to the Top-Up Option exceeds the number of authorized and unissued shares of Company Common Stock available for issuance (less the maximum number of shares of Company Common Stock potentially necessary for issuance with respect to outstanding Company Options and other obligations of the Company), (B) any Restraint or Law shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares complies with Option Shares, (C) immediately after such exercise and issuance of shares of Company Common Stock pursuant thereto, the Short Form Threshold would not be reached or (D) Merger Sub has not accepted for payment all applicable Laws, including compliance with an applicable exemption from registration under shares of Company Common Stock validly tendered in the Securities ActOffer (or during any subsequent offering period) and not validly withdrawn. If The Top-Up Option shall be exercisable only once. (c) In the event that Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall give the Company written notice, specifying notice (i) specifying the number of Shares shares of Company Common Stock that are or will be owned by SubParent or any of its Subsidiaries or Merger Sub immediately following the Acceptance Time (or any closing relating to a subsequent offering period), (ii) specifying a place and a time for the closing of such the purchase and (iii) undertaking to effect the manner Merger pursuant to Article II (including the proviso in which Sub intends to pay Section 2.2) as promptly as practicable following the applicable purchase priceacquisition of the Top-Up Option Shares. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Parent or Merger Sub specifying, based on specifying the information provided by Sub in its notice, the estimated number of Top-Up Option Shares. Prior to the closing of the purchase of the Top-Up Option Shares, upon Sub’s request, the Company shall use its reasonable best efforts to (A) cause its transfer agent to certify in writing to Sub Purchaser the number of Shares issued and outstanding (Ax) as of immediately prior to the exercise closing of the Top-Up Option and (By) after giving effect to the issuance of the Top-Up Option Shares and, (B) based thereon, determine the final number of Top-Up Option Shares. . At the closing of the purchase of the Top-Up Option Shares, (ci) The Parent or Merger Sub shall pay (or cause to be paid) to the Company the aggregate purchase price payable for the Top-Up Option Shares (in an amount equal to the product of (x) the number of shares of Company Common Stock purchased pursuant to the Top-Up Option and (y) the Offer Price (which amount may be paid, at the election of Parent or Merger Sub, either in cash (by wire transfer or cashier’s option, (icheck) in cash, (ii) or by executing execution and delivering to the Company delivery of a promissory note having a principal amount equal to the balance of the remaining aggregate purchase priceprice for the Top Up Option Shares, or (iii) a any combination thereof, provided that Sub and (ii) the Company shall use cash for at least the aggregate par value of cause the Top-Up Shares. The Company Board has approved such consideration for Option Shares to be issued to Parent (or any of its Subsidiaries designated by Parent) or Merger Sub, represented by either certificates or book-entry shares, at the Top-Up Sharessole option of Parent or Merger Sub. Any such promissory note issued pursuant to the immediately preceding sentence shall be in the form attached as Annex C hereto and shall include the following terms: (1A) the maturity date shall be one (1) year after issuance, (2B) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.001.5% and per annum, (3C) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice, (D) the promissory note shall be with full recourse and shall be fully secured by the Top-Up Option Shares, (E) the promissory note shall be nonnegotiable and nontransferable and (F) the promissory note shall have no other material terms. The parties will cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished consistent with applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. The Top-Up Option shall terminate concurrently with the termination of this Agreement in accordance with its terms. (d) Parent and and/or Merger Sub acknowledge acknowledges that the Top-Up Option Shares that which Parent (or any of its Subsidiaries) or Merger Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act Act, and shall be issued in reliance upon an exemption for transactions not involving a public offering. Parent and/or Merger Sub agrees that the Top-Up Option, and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Parent (or any of its Subsidiaries) or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation . Each of Parent and Merger Sub hereby represents and warrants to the Company to deliver Top-Up Shares that Merger Sub is, and will be, upon the exercise purchase of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered an “accredited investor,” as defined in Rule 501 of Regulation D under the Offer and not withdrawnSecurities Act.

Top-Up Option. (a) The Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”)) to purchase, exercisable only on the terms and conditions set forth in this Section 1.10, to purchase at a price per share equal to the greater Offer Price, that number of (i) the last reported sale price authorized and unissued shares of a Share on The Nasdaq Company Common Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Option Shares”) so equal to the lowest number of shares of Company Common Stock that, when added to the number of Shares shares of Company Common Stock owned by Parent and/or Merger Sub prior at the time of such exercise, shall constitute 100 shares of Company Common Stock more than the number of shares of Company Common Stock necessary for Merger Sub to be merged into the exercise Company without a vote or consent of the Top-Up Option, Sub will own at least ninety percent (90%) Company’s stockholders in accordance with Section 253 of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures)DGCL; provided, however, that (i) the Top-Up Option shall not be exercisable for a (i) unless immediately after such exercise and the issuance of shares of Company Common Stock pursuant thereto, Merger Sub would own more than the number of Shares in excess shares of Company Common Stock necessary for Merger Sub to be merged into the Company without a vote or consent of the Shares authorized and unissued at Company’s stockholders in accordance with Section 253 of the time of exercise DGCL (assuming the issuance of the Top-Up Option Shares) and (ii) for a number of shares of Company Common Stock in excess of the number of then authorized and unissued shares together with shares of Company Common Stock held as treasury shares. For the avoidance of doubt, nothing herein shall be construed or is intended to obligate Merger Sub to exercise the Top-Up Option Option. (b) Merger Sub may not be exercised unless, following exercise the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once Option, in whole but not in part, at any one time following after the Acceptance Time and prior to the earlier to occur of (Ai) the Effective Time and (Bii) the termination of this Agreement in accordance with its terms. Sub may assign pursuant to Article X. The aggregate purchase price payable for the Top-Up Option and its rights and obligations Shares being purchased by Merger Sub pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Option may be paid by Merger Sub, at its election, either (A) entirely in cash or (B) by paying in cash in an amount equal to the aggregate par value of the purchased Top-Up Option Shares complies with all applicable Lawsand executing and delivering to the Company an unsecured promissory note issued by Merger Sub having a principal amount equal to the remainder of such purchase price. The promissory note shall be full recourse against Parent and Merger Sub, including compliance with an applicable exemption from registration under shall bear interest at a rate of 5% per annum, shall mature on the Securities Act. If first anniversary of the date of execution of the promissory note, and may be prepaid in whole or in part at any time without premium or penalty, and shall have no other material terms. (c) In the event Merger Sub wishes to exercise the Top-Up Option, Merger Sub shall give deliver to the Company written notice, specifying a notice (the “Top-Up Notice”) setting forth (i) the number of Shares shares of Company Common Stock owned by SubParent and its Subsidiaries, (ii) a place and a time for the closing number of such Top-Up Option Shares that Merger Sub intends to purchase and pursuant to the Top-Up Option, (iii) the manner in which Merger Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt price and (iv) the place and time at which the closing of the purchase of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up SharesOption Shares by Merger Sub is to take place. Prior to At the closing of the purchase of the Top-Up Option Shares, Parent and Merger Sub shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Option Shares being purchased pursuant to the Top-Up Option, and the Company shall cause to be issued to Merger Sub a certificate representing such Top-Up Option Shares and upon Sub’s requestrequest of Parent, the Company shall will use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and shares of Company Common Stock outstanding (A) as of immediately prior to the exercise issuance of the Top-Up Option Shares. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of such Top-Up Option Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 11.2, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of the DGCL and as contemplated by Section 8.3(e) as close in time as possible to (Bincluding, to the extent possible, on the same day as) after giving effect to the issuance of the Top-Up Option Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Merger Sub acknowledge understand that the Shares that shares of Company Common Stock which Merger Sub may acquire upon exercise of the Top-Up Option shall will not be registered under the Securities Act and shall will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Merger Sub represent and warrant to the Company that Merger Sub is, or will be upon the purchase of the Top-Up Option Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act. Merger Sub agrees that the Top-Up Option, Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option, if any, Option are being and shall will be acquired by Merger Sub for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the . Any certificates evidencing Top-Up Option is subject to the conditions that (i) no provision of Shares shall include any legends required by applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawnsecurities Laws.

Top-Up Option. (a) The Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, ) to purchase at a price per share equal up to the greater that number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Company Shares (the “Top-Up Option Shares”) so equal to the lowest number of Company Shares that, when added to the number of Company Shares collectively owned by Parent or Merger Sub prior to at the exercise time of the Top-Up Optionexercise, Sub will own at least shall constitute one Company Share more than ninety percent (90%) of the Company Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and then outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) determined on a fully diluted basis after giving effect to the issuance of the Top-Up Option Shares. (c) The aggregate ), at a purchase price payable for the per Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount Option Share equal to the balance Per Share Amount. Notwithstanding the foregoing provisions of the remaining aggregate purchase pricethis Section 2.3(a), or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under exercisable if the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up aggregate number of (i) Company Shares to be acquired issuable upon exercise of the Top-Up Option, if anyplus (ii) Company Shares then outstanding, are being plus (iii) Company Shares issuable upon exercise of all options and shall be acquired by Sub for other rights to purchase Company Shares, would exceed the purpose number of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act)authorized Company Shares. (eb) Merger Sub may, at its election, exercise the Top-Up Option, in whole, but not in part, at any one time after Merger Sub’s acceptance for payment of Company Shares pursuant to the Offer and prior to the earlier of (i) the Effective Time and (ii) the termination of this Agreement. (c) If Merger Sub wishes to exercise the Top-Up Option, Merger Sub shall send to the Company a written notice (a “Top-Up Exercise Notice”) specifying the place for the closing of the purchase the Top-Up Option Shares (the “Top-Up Closing”) and a date not earlier than one (1) Business Day nor later than ten (10) Business Days after the date of the Top-Up Exercise Notice for the Top-Up Closing. The Company shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to Parent or Merger Sub confirming (i) the number of Company Shares then outstanding on a fully diluted basis, and (ii) the number of Top-Up Option Shares and the aggregate purchase price therefor. (d) At the Top-Up Closing, subject to the terms and conditions of this Agreement: (i) the Company shall deliver to Merger Sub a certificate or certificates evidencing the applicable number of Top-Up Option Shares; provided, however, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions that (iA) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of any such exercise, exercise and (iiB) due to the exercise of in no event shall the Top-Up Option, Option Shares equal or exceed the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) percentage of the number outstanding Company Common Stock as of the Execution Date that would require stockholder approval under applicable Law or Nasdaq rules; and (ii) Merger Sub shall purchase each Top-Up Option Share from the Company at the Per Share Amount. Payment by Merger Sub of the purchase price for the Top-Up Option Shares may be made by delivery of immediately available funds by wire transfer to an account designated by the Company, a six-month promissory note bearing interest at the six-month LIBOR rate then in effect, or any combination of such wire transfer funds and promissory note. The Parties shall cooperate to ensure that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up SharesOption Shares is accomplished consistent with all applicable legal requirements, including all federal securities laws. (e) Upon the delivery by Merger Sub to the Company of the Top-Up Exercise Notice, and the tender of the consideration described in Section 2.3(d), Merger Sub shall be deemed to be the holder of record of the Top-Up Option Shares issuable upon that exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing those Top-Up Option Shares shall not then be actually delivered to Merger Sub or the Company shall have failed or refused to designate the account described in Section 2.3(d). (iiif) Sub has accepted for payment all Certificates evidencing Top-Up Option Shares validly tendered in the Offer and not withdrawndelivered hereunder shall include legends legally required by applicable securities laws.

Top-Up Option. (a) The Company hereby grants to Sub Parent and Acquisition Co. an irrevocable option which may be assigned by Parent to another wholly owned subsidiary of Parent (the “Top-Up Option”), exercisable only on once upon the terms and subject to the conditions set forth in this Section 1.10herein, to purchase at a price per share equal to the greater Per-Share Amount an aggregate number of (i) the last reported sale price shares of a Share on The Nasdaq Company Common Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so equal to the lowest number of shares of Company Common Stock that, when added to the number of Shares shares Company Common Stock owned by Sub prior to Parent and its subsidiaries at the exercise time of the Top-Up Optionsuch exercise, Sub will own at least shall constitute one (1) share more than ninety percent (90%) of the Shares outstanding immediately after the issuance Fully Diluted Number of the Top-Up Company Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for ); provided, however, that in no event shall the Top-Up Option be exercisable for a number of Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering excess of the number of the authorized but unissued shares of Company Common Stock as of immediately prior to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value issuance of the Top-Up Shares. The Company Board has approved such consideration for ; provided, further, that the Parent and Acquisition Co. shall not exercise the Top-Up Shares. Any such promissory note shall include UP Option for a number of shares which exceeds the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount maximum number of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note shares that may be prepaid in whole or in part at any timeissued pursuant to WVBCA § 31D-6-621 without shareholder approval; provided, without penalty or prior notice. (d) Parent and Sub acknowledge further, that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under terminate upon the Securities Act and shall be issued earlier of: (x) the fifth (5th) Business Day (as such term is defined in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise Rule 14d-1(g)(3) of the Top-Up OptionExchange Act, if any, are being and shall be acquired by Sub for "Business Day") after the purpose later of investment and not with a view to, or for resale in connection with, any distribution thereof (within 1) the meaning expiration date of the Securities Act)Offer and (2) the expiration of any “subsequent offering period”; and (y) the termination of this Agreement in accordance with its terms. (eb) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law (other than the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Market), and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, exercise and (ii) due Acquisition Co. has accepted for payment all shares of Company Common Stock validly tendered in the Offer and not properly withdrawn and delivered the funds for payment for such shares to the depositary for the Offer. (c) In the event Parent or Acquisition Co. wishes to exercise the Top-Up Option, Parent or Acquisition Co. shall deliver to the Company a notice setting forth: (i) the number of shares of Company Common Stock that Parent or Acquisition Co. intends to purchase pursuant to the Top-Up Option; (ii) the manner in which Parent or Acquisition Co. intends to pay the applicable exercise price; and (iii) the place and time at which the closing of the purchase of such shares of Company Common Stock by Parent or Acquisition Co. is to take place. The Company shall, as soon as practicable following receipt of such notice, notify Acquisition Co. of the number of shares of Company Common Stock then outstanding, the number of shares of Company Common Stock then outstanding on a fully-diluted basis and the number of Top-Up Shares. At the closing of the purchase of such shares of Company Common Stock, Parent or Acquisition Co. shall cause to be delivered to the Company the consideration required to be delivered in exchange for such shares, and the Company shall cause to be issued to Parent or Acquisition Co. (as the case may be) a certificate representing such shares or, at Parent's or Acquisition Co.'s request or otherwise if the Company does not then have certificated shares, the applicable number of book-entry shares. The parties shall cooperate to issue the Top-Up Shares pursuant to an exemption from registration under the Securities Act of 1933. Parent and Acquisition Co. represent and warrant that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Parent or Acquisition Co. for the number purpose of Shares owned by Parentinvestment and not with a view to, Sub and their Affiliates will constitute more than ninety percent or for resale in connection with, any distribution thereof (90%) within the meaning of the number Securities Act of 1933). (d) Parent or Acquisition Co. may pay the Company the aggregate price required to be paid for the Top-Up Shares that will be outstanding on a fully-diluted basis immediately after either (i) entirely in cash or cash equivalents or (ii) at Parent's or Acquisition Co.'s election, by (x) paying in cash an amount equal to not less than the issuance aggregate par value of the Top-Up SharesShares and (y) executing and delivering to the Company a promissory note having a principal amount equal to the aggregate price required to be paid for the purchase of the Top-Up Shares but less the amount to be paid in cash pursuant to the preceding clause (x) (a “Promissory Note”). Any such Promissory Note shall be full recourse against Parent and Acquisition Co. and (i) shall bear interest at a market rate of interest per annum, payable in arrears at the end of one (1) year, (ii) shall mature on the first (1st) anniversary of the date of execution and delivery of such Promissory Note and (iii) Sub has accepted for payment all Shares validly tendered may be prepaid, in the Offer and not withdrawnwhole or in part, without premium or penalty.

Top-Up Option. (a) The Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only on upon the terms and conditions set forth in of this Section 1.101.4, to purchase at from the Company a price per share equal to the greater number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Topnewly-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so equal to the number of Shares that, when added to the number of Shares owned held by Parent and Merger Sub prior at the time of such exercise, shall constitute one (1) Share more than the number of Shares necessary for Merger Sub to be merged into the Company pursuant to Section 253 of the DGCL (after giving effect to the issuance of Shares pursuant to the exercise of the Top-Up Option, Sub will own at least ninety percent ). (90%b) of the Shares outstanding immediately after the issuance of the The Top-Up Shares (Option shall only be exercisable once, in whole and not including in part at any time prior to the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures)Effective Time; provided, however, that (i) that, notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued shall terminate (x) at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, if the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire issuable upon exercise of the Top-Up Option shall not be registered under would exceed the Securities Act number of authorized but unissued and shall be issued unreserved Shares (including as authorized and unissued Shares, for purposes of this Section 1.4, any Shares held in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise treasury of the Top-Up OptionCompany), (y) if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares or (z) upon the termination of the Agreement in respect accordance with its terms. Subject to Section 1.4(c), the aggregate amount payable to the Company for the Top-Up Shares shall be equal to the product of the number of Top-Up Shares and the Offer Price (the “Top-Up Consideration”). (c) The Top-Up Consideration shall consist of (i) an amount equal to the par value of the Top-Up Shares, to be paid in cash, and (ii) an amount equal to the balance of the Top-Up Consideration, which may be paid in the sole discretion of Parent and Merger Sub (x) in cash or (y) by issuance of a promissory note (which shall be treated as payment to the extent of the principal amount thereof) with full recourse to Parent, or any combination of the foregoing. Any such promissory note shall (A) accrue simple interest at the rate per annum of 5.0%, (B) shall mature on the first anniversary of the date of execution and delivery of such exercisepromissory note, (C) may be prepaid at any time and from time to time, without premium or penalty, (D) shall provide that the unpaid principal amount and accrued interest under the promissory note shall immediately become due and payable in the event that (1) Merger Sub fails to make any payment on the promissory note as provided therein and such failure continues for a period of thirty (30) days or (2) Merger Sub files or has filed against it any petition under any bankruptcy or insolvency law or makes a general assignment for the benefit of creditors, and (E) shall have no other material terms. The Company Board has determined that the Top-Up Consideration is adequate in accordance with the DGCL and otherwise taken all steps necessary such that upon issuance and delivery in accordance with this Section 1.4 the Top-Up Option Shares shall be validly issued, fully paid and non-assessable. (d) In the event Merger Sub wishes to exercise the Top-Up Option, Merger Sub shall give the Company written notice, and shall set forth in such notice (i) the number of Shares that will be owned by Parent and Merger Sub immediately preceding the purchase of the Top-Up Shares, (ii) due the place and time for the closing of the purchase of the Top-Up Shares, (iii) the number of shares of Company Common Stock that Merger Sub intends to purchase pursuant to the Top-Up Option and (iv) the manner in which Merger Sub intends to pay the applicable exercise price. Such notice shall also include an undertaking signed by Parent and Merger Sub that Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as practicable after such exercise of the Top-Up Option and the delivery by the Company of the Top-Up Shares, consummate the Merger in accordance with the terms hereof. At the closing of the purchase of the Top-Up Shares, Parent or Merger Sub shall cause to be delivered to the Company the Top-Up Consideration, and the Company shall cause to be issued to Parent or Merger Sub a certificate representing the Top-Up Shares. (e) Notwithstanding anything to the contrary contained herein, to the fullest extent permitted by applicable Law, each of Parent, Merger Sub and the Company agrees and acknowledges that in any appraisal proceeding under Section 262 of the DGCL with respect to any Dissenting Shares, the Surviving Company (as defined in Section 2.1 below) shall not assert that the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted Option Shares or any cash or the promissory note delivered to the Company in payment for payment all such Top-Up Option Shares validly tendered should be considered in connection with the Offer and not withdrawndetermination of the fair value of the Dissenting Shares in accordance with Section 262 of the DGCL.

Top-Up Option. (a) The Company hereby grants to Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, to purchase at a price per share equal to the greater Offer Price paid in the Offer up to that number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares shares of Company Common Stock (the “Top-Up Shares”) so equal to the lowest number of shares of Company Common Stock that, when added to the number of Shares shares of Company Common Stock directly or indirectly owned by the Parent or the Sub prior to at the time of exercise of the Top-Up Option, Sub will own at least ninety percent (shall constitute one share more than 90%) % of the Shares shares of Company Common Stock outstanding immediately after the issuance of the Top-Up Shares (not including in determined on a “fully diluted basis” (which assumes conversion or exercise of all derivative securities regardless of the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery proceduresconversion or exercise price, the vesting schedule or other terms and conditions thereof)); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares shares of Company Common Stock in excess of the Shares shares of Company Common Stock authorized and unissued at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time time of acceptance by the Sub of shares of Company Common Stock tendered in the Offer or after a subsequent offering period, seventy eighty-five percent (7085%) or more of the Shares shares of Company Common Stock shall be directly or indirectly owned by the Parent or the Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time Date and prior to the earlier to occur of (Aa) the Effective Time and (Bb) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies comply with all applicable Laws, including compliance with an applicable exemption from registration of the Top-Up Shares under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company one business day prior written notice, specifying (i) the number of Shares shares of Company Common Stock directly or indirectly owned by Sub, the Parent at the time of such notice and (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase pricepurchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to At the closing of the purchase of the Top-Up Shares, upon Sub’s request, the purchase price owed by Sub to the Company therefor shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior be paid to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, Company (i) in cash, by wire transfer or cashier’s check or (ii) by executing and delivering issuance by Sub to the Company of a promissory note having a principal amount equal on terms reasonably satisfactory to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior noticeCompany. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn.

Top-Up Option. (a) The Subject to Sections 2.3(b) and 2.3(c), the Company hereby grants to Sub Purchaser an irrevocable option (the “Top-Up Option”), exercisable only on for so long as this Agreement has not been terminated pursuant to the terms and conditions set forth in this Section 1.10provisions hereof, to purchase at a price per share from the Company that number of Shares equal to the greater number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so that, when added to the number of Shares owned by Sub prior to the exercise of the Top-Up OptionParent, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued Purchaser or their respective Affiliates at the time of exercise of the Top-Up Option and following any “subsequent offering period”, constitutes at least one Share more than ninety percent (ii90%) of the Shares on a Fully Diluted Basis that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option (such Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised, in whole but not be exercised unlessin part, following the Acceptance Time or after a subsequent offering periodTime; provided that, seventy percent notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (70%i) or more to the extent that the number of Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued Shares that are not reserved or otherwise committed to be issued, (ii) if any Law or Judgment then in effect shall be owned by Subprohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares and (iii) unless Purchaser has accepted for payment all Shares validly tendered in the Offer and not withdrawn. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to terminate upon the earlier to occur of (Ax) the Effective Time and (By) the valid termination of this Agreement in accordance with its termsArticle VIII. Sub may assign The aggregate purchase price payable for the Top-Up Shares being purchased by Purchaser pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Shares by the Offer Price, without interest. Such purchase price may be paid by Purchaser, at its election, either (A) entirely in cash or (B) by paying in cash an amount equal to not less than the aggregate par value of such Top-Up Shares and its rights by executing and obligations pursuant delivering to this Section 1.10, in its sole discretion, the Company a promissory note having a principal amount equal to Parent. (b) The parties the balance of such purchase price. Any such promissory note shall cooperate to ensure that the issuance and delivery of be fully secured by the Top-Up Shares complies with all (to the extent not prohibited by applicable LawsLaw), shall be full recourse against Parent and Purchaser, shall bear interest at the rate of two percent (2%) per annum, shall mature on the first (1st) anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty. Without the prior written consent of the Company, the right to exercise the Top-Up Option granted pursuant to this Agreement may be exercised only once and shall not be assigned by Purchaser other than to Parent or a wholly owned Subsidiary of Parent, including compliance with an applicable exemption from registration under by operation of Law or otherwise, without the Securities Actprior written consent of the Company. If Sub wishes Any attempted assignment in violation of this Section 2.3(b) shall be null and void. (c) In the event that Purchaser elects to exercise the Top-Up Option, Sub Purchaser shall give deliver to the Company written notice, specifying notice (the “Top-Up Notice”) setting forth (i) the number of Shares owned by Subthat Parent and Purchaser own immediately preceding the purchase of the Top-Up Shares, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub Purchaser intends to pay the applicable purchase priceprice and (iii) the place and time at which the closing of the purchase of such Top-Up Shares by Purchaser is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Purchaser that, as soon as practicable following such exercise of the Top-Up Option, Purchaser shall consummate the Merger in accordance with the Nevada Merger Law. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifyingPurchaser specifying the number of Shares then outstanding and, based on the information provided by Sub Purchaser in its notice, the number of Top-Up Shares. Prior to At the closing of the purchase of the Top-Up Shares, upon Sub’s requestParent and Purchaser shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Purchaser the Top-Up Shares. The parties hereto agree to use its their commercially reasonable best efforts to cause its transfer agent to certify in writing to Sub the number closing of Shares issued and outstanding (A) as of immediately prior to the exercise purchase of the Top-Up Option Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 9.4, and if not so consummated on such day, as promptly thereafter as possible. The parties hereto further agree to use their commercially reasonable efforts to cause the Merger to be consummated in accordance with NRS 92A.180, subject to other applicable Laws, as close in time as possible to (Bincluding, to the extent possible, on the same day as) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for . Parent, Purchaser and the Company shall cooperate to ensure that any issuance of the Top-Up Shares may be paid, at Sub’s option, (i) is accomplished in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior noticemanner consistent with all applicable Laws. (d) Parent and Sub acknowledge Purchaser understand that the Shares that Sub may acquire upon exercise of the Top-Up Option shall Shares will not be registered under the Securities Act Act, and shall will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Sub agrees Each of Parent and Purchaser represents and warrants to the Company that the Top-Up OptionPurchaser is, and the Top-Up Shares to will be acquired upon any exercise of the Top-Up Option, if anyan “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. Each of Parent and Purchaser represents, are being warrants and shall be agrees that the Top-Up Option is being, and the Top-Up Shares will be, acquired by Sub Purchaser for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act). Any certificates evidencing Top-Up Shares shall include any legends required by applicable securities Laws. (e) The obligation Notwithstanding anything to the contrary contained herein, each of Parent, Purchaser and the Company, as among and between one another, agrees and acknowledges that, in any proceeding under the Dissenters’ Rights Statutes with respect to Dissenting Shares, the fair value of the Company Dissenting Shares shall be determined in accordance with the Dissenters’ Rights Statutes without regard to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Top-Up Shares owned or any cash or promissory note delivered by ParentPurchaser to the Company as consideration therefor, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares Surviving Corporation shall not assert that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up SharesOption, and (iii) Sub has accepted the Top-Up Shares or any cash or promissory note delivered by Purchaser to the Company in payment for payment all such Top-Up Shares validly tendered shall be considered in connection with the Offer and not withdrawndetermination of the fair value of the Dissenting Shares in accordance with the Dissenters’ Rights Statutes.

Top-Up Option. (a) The Company hereby grants to Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.101.03, to purchase at a price per share equal to the greater Offer Price paid in the Offer up to that number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares shares of Company Common Stock (the “Top-Up Shares”) so equal to the lowest number of shares of Company Common Stock that, when added to the number of Shares shares of Company Common Stock owned by Sub prior to Parent and its Subsidiaries at the time of exercise of the Top-Up Option, Sub will own at least ninety percent (shall constitute one share more than 90%) % of the Shares shares of Company Common Stock outstanding immediately after the issuance of the Top-Up Shares on a “fully diluted basis” (not including in which assumes conversion or exercise of all derivative securities regardless of the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery proceduresconversion or exercise price, the vesting schedule or other terms and conditions thereof); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares shares of Company Common Stock in excess of (i) the Shares number of shares of Company Common Stock authorized and unissued at or held in the time treasury of exercise the Company (giving effect to the shares of Company Common Stock issuable pursuant to all then-outstanding stock options, restricted stock units and any other rights to acquire Company Common Stock as if such shares were outstanding) or (ii) 19.90% of the number of outstanding shares of Company Common Stock or voting power of the Company, in each case as of immediately prior to and after giving effect to the issuance of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by SubShares. The Top-Up Option shall be exercisable once at any one time following the Acceptance Time Offer Closing and prior to the earlier to occur of (Aa) the Effective Time and (Bb) the termination of this Agreement in accordance with its terms. Sub may assign The obligation of the Company to issue and deliver the Top-Up Shares upon the exercise of the Top-Up Option is subject only to the condition that no Restraint preventing the exercise of the Top-Up Option or the issuance and its rights and obligations pursuant to this Section 1.10, delivery of the Top-Up Shares in its sole discretion, to Parentrespect of such exercise shall be in effect. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies comply with all applicable Lawslaws, including compliance with an applicable exemption from registration of the Top-Up Shares under the Securities Act. If In the event Sub wishes to exercise the Top-Up Option, Sub shall give the Company at least three business days prior written notice, specifying (i) the number of Shares shares of the Company Common Stock directly or indirectly owned by Sub, Parent at the time of such notice and (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase pricepurchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to At the closing of the purchase of the Top-Up Shares, upon Sub’s request, the purchase price owed by Sub to the Company therefor shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior be paid to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, Company (i) in cash, by wire transfer or cashier’s check or (ii) by executing and delivering issuance by Sub to the Company of a promissory note having a principal amount equal on terms reasonably satisfactory to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior noticeCompany. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn.

Top-Up Option. (a) The Company hereby irrevocably grants to Sub Purchaser an irrevocable option (the “Top-Up Option”), exercisable only on after the terms acceptance by Purchaser of, and conditions set forth payment for, Shares tendered in this Section 1.10the Offer, to purchase at a price per share equal to the greater that number (but not less than that number) of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so as is equal to the lowest number of Shares that, when added to the number of Shares owned directly or indirectly by Sub prior to Parent or Purchaser at the exercise time of such exercise, shall constitute one share more than 90% of the Top-Up Option, Sub will own at least ninety percent total Shares then outstanding (90%) of the Shares outstanding immediately after assuming the issuance of the Top-Up Shares (not including in Shares) at a price per Share equal to the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures)Offer Price; provided, however, that (i) the Top-Up Option shall not be exercisable only once, at such time as Parent and Purchaser, directly or indirectly, own at least 80% of the total number of Shares then outstanding and on or prior to the 10th Business Day after the Expiration Date or the expiration date of any subsequent offering period; (ii) in no event shall the Top-Up Option be exercisable for a number of Shares in excess of the Shares Company’s then authorized and unissued at shares of Common Stock (including, for purposes of this Section 1.05, as authorized and unissued shares of Common Stock any Shares held in the time treasury of the Company); (iii) Purchaser shall, concurrently with the exercise of the Top-Up Option Option, give written notice to the Company that as promptly as practicable following such exercise, Purchaser intends to (and Purchaser shall, and Parent shall cause Purchaser to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of the Corporation Law as contemplated by Section 2.09; and (iiiv) the Top-Up Option may not be exercised unlessif any provision of applicable law (which, following for the Acceptance Time or after a subsequent offering periodavoidance of doubt, seventy percent (70%does not include the rules and regulations of NASDAQ which shall not apply) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit prohibit, or require any action or consent, approval, authorization or permit of any Governmental Entity or the Company’s stockholders in connection with the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, which action, consent, approval, authorization or permit has not theretofore been obtained or made, as applicable. (iib) due Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws. (c) Parent and Purchaser understand that the Shares that Purchaser may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Purchaser represent and warrant to the Company that Purchaser is, or will be upon exercise of the Top-Up Option, an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares Securities Act). Purchaser agrees that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, Option and (iii) Sub has accepted the Top-Up Shares to be acquired upon exercise thereof are being and will be acquired for payment all Shares validly tendered in the Offer purpose of investment and not withdrawnwith a view to or for resale in connection with any distribution thereof within the meaning of the Securities Act.

Top-Up Option. (a) The Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only on upon the terms and subject to the conditions set forth in this Section 1.10herein and only on or after the Appointment Time, to purchase purchase, at a price per share equal to the greater Offer Price, an aggregate number of (i) the last reported sale price shares of a Share on The Nasdaq Company Common Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Option Shares”) so equal to the lowest number of Shares that, when added to the number of Shares directly or indirectly owned by Parent, Merger Sub prior to the exercise of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued their respective subsidiaries at the time of exercise of the Top-Up Option and (ii) Option, shall constitute one share more than the Short Form Threshold; provided, however, that the Top-Up Option may shall not be exercised exercisable unless, following the Acceptance Time or immediately after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time such exercise and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the shares of Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its noticeCommon Stock pursuant thereto, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding Short Form Threshold would be reached (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Option Shares. ); provided, further, that in no event shall the Top-Up Option be exercisable for a number of shares of Company Common Stock in excess of the Company’s total authorized and unissued shares of Company Common Stock (c) The treating any Shares held in the treasury of the Company as unissued). Merger Sub may pay the Company the aggregate purchase price payable required to be paid for the Top-Up Shares may be paid, at Sub’s option, either (i) entirely in cash, cash or (ii) at Merger Sub’s election, by (x) paying in cash an amount equal to not less than the aggregate par value of the Top-Up Shares and (y) executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase priceprice pursuant to the Top-Up Option less the amount paid in cash pursuant to the preceding clause (x) (a “Promissory Note”). Any such Promissory Note shall be full recourse against Parent and Merger Sub and (i) shall bear interest at the rate of nine percent per annum, or (ii) shall mature on the first anniversary of the date of execution and delivery of such Promissory Note, and (iii) a combination thereofmay be prepaid, provided in whole or in part, without premium or penalty. In the event that Sub the Top-Up Option is exercised and this Agreement is then terminated in accordance with its terms, the Promissory Note will become immediately due and payable. (b) Provided that no applicable Law, order, injunction or other legal impediment shall use cash for at least prohibit the aggregate par value exercise of the Top-Up SharesOption or the issuance of the Top-Up Option Shares pursuant thereto, or otherwise make such exercise or issuance illegal, Merger Sub may exercise (subject to the restrictions contained in Section 1.12(a)) the Top-Up Option on one occasion, in whole and not in part, after the Appointment Time and prior to the earlier to occur of (i) the later of (A) the Expiration Time and (B) the expiration of any “subsequent offering period”; and (ii) the termination of this Agreement in accordance with its terms. (c) In order to exercise the Top-Up Option, Merger Sub shall send to the Company a written notice (a “Top-Up Exercise Notice,” the date of which notice is referred to herein as the “Top-Up Notice Date”) specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares which Merger Sub wishes to receive, and the place, time and date for the closing of the purchase and sale pursuant to the Top-Up Option (the “Top-Up Closing”). The Company Board has approved such consideration shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to Merger Sub confirming the number of Top-Up Option Shares and the aggregate purchase price therefor (the “Top-Up Notice Receipt”). At the Top-Up Closing, Merger Sub shall pay the Company the aggregate price required to be paid for the Top-Up Option Shares, by delivery of cash and a Promissory Note in an aggregate principal amount equal to that specified in the Top-Up Notice Receipt, and the Company shall cause to be issued and delivered to Merger Sub a certificate or certificates representing the Top-Up Option Shares or, if the Company does not then have certificated Shares, the applicable number of Book-Entry Shares. Any such promissory note shall Such certificates or Book-Entry Shares may include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole any legends that are required by federal or in part at any time, without penalty or prior noticestate securities Laws. (d) Parent and Merger Sub acknowledge that the Top-Up Shares that which Merger Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption from registration under the Securities Act for transactions not involving a public offering. Parent and Merger Sub represent and warrant to the Company that Merger Sub is, or shall be upon any purchase of Top-Up Shares, an “accredited investor”, as defined in Rule 501 of Regulation D under the Securities Act. Merger Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation Without the prior written consent of the Company Company, the right to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject granted pursuant to the conditions that (i) no provision this Agreement shall not be assigned by Merger Sub other than to Parent or a direct or indirect wholly-owned subsidiary of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) including by operation of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up SharesLaw or otherwise, and (iiiany attempted assignment in violation of this Section 1.12(e) Sub has accepted for payment all Shares validly tendered in the Offer shall be null and not withdrawnvoid.

Top-Up Option. (a) The Company hereby grants to Parent and Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, ) to purchase at a price per share from the Company the number of shares of Common Stock (such shares, the “Top-Up Option Shares”) equal to the greater lesser of (i) the last reported sale price number of a Share on The Nasdaq shares of Common Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so that, when added to the number of Shares shares of Common Stock owned by Sub prior to the exercise of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized Parent and unissued its Subsidiaries at the time of exercise of the Top-Up Option and (ii) Option, constitutes one share more than 90% of the number of shares of Common Stock that would be outstanding immediately after the issuance of all shares of Common Stock subject to the Top-Up Option may on a fully diluted basis or (ii) the aggregate number of shares of Common Stock that the Company is authorized to issue under its articles of incorporation, but that are not issued and outstanding (and are not subscribed for, reserved for issuance or otherwise committed to be exercised unless, following issued) at the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more time of exercise of the Shares shall be owned by SubTop-Up Option, at a price per share of Common Stock equal to the Offer Price. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to terminate upon the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall be exercised by Parent or Merger Sub once in whole and not be registered under in part on or prior to the Securities Act fifth Business Day after the later of the Offer Acceptance Time and shall be issued the expiration of any subsequent offering period pursuant to Section 1.1(f), if applicable, if at such time, Parent, Merger Sub or any Subsidiary of Parent or Merger Sub do not own in reliance upon an exemption for transactions not involving a public offering. Sub agrees the aggregate at least 90% of the total shares of Common Stock then outstanding; provided, however, that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option Shares is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree of any Governmental Authority shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of such exercise, ; and (ii) due to Merger Sub has accepted for payment and paid for all shares of Common Stock validly tendered in the Offer and not withdrawn. Upon exercise of the Top-Up Option, subject to Article VII, Parent covenants to cause the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after Closing to occur as promptly as reasonably practicable following the issuance of the Top-Up Option Shares. (c) The aggregate purchase price payable for the Top-Up Option Shares shall be determined by multiplying the number of Top-Up Option Shares by the Offer Price. Such purchase price may be paid by Parent or Merger Sub, at its election, either (i) entirely in cash, (ii) by payment in cash of no less than $0.01 per share and payment of the balance by executing and delivering to the Company a promissory note (with full recourse to Parent) having a principal amount equal to the difference between the purchase price and the aggregate par value of the Top-Up Option Shares or (iii) Sub has accepted any combination thereof. Any such promissory note shall bear interest at the applicable federal rate as determined for payment all Shares validly tendered in U.S. income tax purposes, shall mature on the Offer first anniversary of the date of execution and not withdrawndelivery of such promissory note and may be prepaid at any time without premium or penalty.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only on subject to the terms and conditions set forth in this Section 1.10hereof, to purchase at a price per share equal to the greater that number of (i) the last reported sale price shares of a Share on The Nasdaq Company Common Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so equal to the lowest number of shares of Company Common Stock that, when added to the number of Shares shares of Company Common Stock owned by Merger Sub prior to at the exercise time of the Top-Up Optionsuch exercise, Sub will own at least shall constitute one share of Company Common Stock more than ninety percent (90%) of the Shares outstanding immediately number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares (not including in Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures)Offer Price; provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of NASDAQ), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order, and (iii) the Top-Up Option shall not be is exercisable for a not more than the number of Shares shares of Company Common Stock in excess of the Shares shares of Company Common Stock authorized but unissued (and unissued not reserved for issuance) at the time of exercise of the Top-Up Option and Option. (iib) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the Acceptance Time and prior payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier to occur of (A) the Effective Time and (Bi) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option terms hereof, and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent(ii) the Effective Time. (bc) The parties shall cooperate to ensure that In the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If event Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall give so notify the Company written notice, specifying in writing at least three (3) Business Days in advance of such exercise and shall set forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares, determined on a fully-diluted or primary basis, (ii) the number of Shares shares of Company Common Stock owned by SubMerger Sub immediately preceding the purchase of the Top-Up Shares, and (iiiii) a the place and a time for the closing of such the purchase and of the Top-Up Shares (iii) the manner in which Sub intends to pay the applicable purchase price“Top-Up Closing”). The Company shall, as soon as practicable following receipt of such notice, deliver written notice to notify Parent and Merger Sub specifyingin writing of the number of shares of Company Common Stock then outstanding and, based on the information provided by Sub specified in its noticethe notice of Parent or Merger Sub, the number of Top-Up Shares. Prior to the closing of the purchase of At the Top-Up SharesClosing, upon Sub’s request, (i) Parent or Merger Sub shall pay to the Company shall use its reasonable best efforts the aggregate price required to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable be paid for the Top-Up Shares may be paideither entirely in cash or, at Parent’s or Merger Sub’s optionelection, by (ix) paying in cash, cash an amount equal to not less than the aggregate par value of the Top-Up Shares and (iiy) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase priceprice to be paid for the Top-Up Shares less the amount paid in cash (the “Promissory Note”), or and (iiiii) the Company shall cause to be issued to Merger Sub a combination thereof, provided that Sub shall use cash for at least the aggregate par value of certificate representing the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date Promissory Note shall be one (1) year after issuanceunsecured, (2) full recourse, non-negotiable and non-transferable, be due on the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise first anniversary of the Top-Up Option shall not Closing, bear simple interest of three percent (3%) per annum, be registered under the Securities Act prepayable without premium or penalty, and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act)have no other material terms. (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn.

Top-Up Option. (a) The Subject to the terms and conditions set forth herein, the Company hereby grants to Sub Purchaser an irrevocable option (the “Top-Up Option”)) to purchase, exercisable only on the terms and conditions set forth in this Section 1.10, to purchase at a price per share equal to the greater of (i) the last reported sale closing price of a Share on The Nasdaq Stock Market NASDAQ on the last trading day prior to the date on which exercise of the Top-Up Option is exercised or (ii) the Closing AmountOffer Price, that number of newly issued Shares (the “Top-Up Shares”) so equal to the lowest number of Shares that, when added to the number of Shares owned by Sub prior to the exercise of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued Purchaser at the time of exercise of the Top-Up Option and (ii) after giving effect to the issuance of the Top-Up Option may Shares but excluding Shares tendered pursuant to guaranteed delivery procedures that have not be exercised unlessyet been delivered in settlement or satisfaction of such guarantee), following shall meet the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by SubShort Form Threshold. The Top-Up Option shall may only be exercisable once at any exercised one time following the Acceptance Time by Purchaser, in whole but not in part, and prior to the earlier to occur of only if clauses (Ai) the Effective Time and (Bii) of the termination of this Agreement in accordance with its termsfollowing sentence are satisfied. Sub may assign Parent agrees to cause Purchaser to, and Purchaser shall, exercise the Top-Up Option promptly (but in no event later than one (1) business day) after the Acceptance Time or the expiration of a Subsequent Offering Period, as applicable, if the number of Shares owned by Purchaser at such time does not meet the Short Form Threshold, and its rights if and obligations pursuant only if, after giving effect to this Section 1.10the exercise of the Top-Up Option, (i) Purchaser would own in its sole discretionthe aggregate Shares sufficient to meet the Short Form Threshold and (ii) the number of Top-Up Shares to be issued does not exceed the number of authorized and unissued Shares available under the Company’s articles of organization (and that are not subscribed for or otherwise reserved for issuance); provided, however, that the obligation of Purchaser to Parent. (b) exercise the Top-Up Option, and the obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option, is subject to the condition that no provision of any Applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise. The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies is accomplished consistent with all applicable LawsApplicable Law, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to The Top-Up Option shall terminate concurrently with the termination of this Agreement. (b) Upon the exercise of the Top-Up OptionOption in accordance with Section 1.4(a), Sub Parent shall give so notify the Company written notice, specifying in writing and shall set forth in such notice (i) the number of Shares that are expected to be owned by Sub, Purchaser immediately preceding the purchase of the Top-Up Shares and (ii) a place and a time for the closing of such the purchase and (iii) of the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up SharesShares (which, subject to Applicable Law and any required regulatory approvals, shall be effected as promptly as practicable and not more than two (2) business days after the date such notice is delivered to the Company). Prior to At the closing of the purchase of the Top-Up Shares, upon Sub’s request, Purchaser shall pay the Company shall use its reasonable best efforts the aggregate price required to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of be paid for the Top-Up Option Shares, and (B) after giving effect the Company shall cause to the issuance of be issued to Purchaser the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares shall be paid by Purchaser as follows: (i) the portion of the aggregate purchase price equal to the par value of the Top-Up Shares shall be paid in cash; and (ii) the balance of the remaining aggregate purchase price may be paid, at SubPurchaser’s option, (iA) in cash, cash or (iiB) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a some combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall be in the form attached hereto as Annex II, and will include the following terms: (1x) the maturity date shall will be one (1) year after issuance, ; (2y) the unpaid principal amount of the promissory note shall will accrue simple interest at a per annum rate of 3.00% three percent (3%); and (3z) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub Purchaser acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall Shares will not be registered under the Securities Act and shall would be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Sub Each of Parent and Purchaser hereby represents and warrants to the Company that Purchaser will be, at the time of the purchase of the Top-Up Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act. Purchaser agrees that the Top-Up OptionOption is being, and the Top-Up Shares to be acquired upon exercise of the Top-Up Optionwould be, if any, are being and shall be acquired by Sub Purchaser for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn.

Top-Up Option. (a) The Company hereby grants to Parent and Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.102.05, to purchase at a price per share equal to from the greater Company the number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Topnewly-Up Option is exercised or (ii) the Closing Amountissued, newly issued fully-paid and non-assessable Shares (the “Top-Up Shares”) so equal to the lesser of: (i) the number of Shares that, when added to the number of Shares owned by Parent or Merger Sub immediately prior to the exercise of the Top-Up Option, Sub will own constitutes at least ninety percent one (1) Share more than 90%) % of the Shares outstanding Adjusted Outstanding Share Number immediately after the issuance of the Top-Up Shares Shares; or (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (iii) the Top-Up Option shall not be exercisable for a aggregate number of Shares in excess that the Company is authorized to issue under its certificate of incorporation but that are not issued and outstanding (and are not subscribed for or otherwise committed to be issued or reserved for issuance) immediately prior to the Shares authorized and unissued at the time of exercise of the Top-Up Option and Option. (iib) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once exercised by Parent or Merger Sub, in whole, at any time following or as soon as practicable after the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10Time, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying if: (i) the number of Shares owned by Sub, Parent or Merger Sub immediately following the Acceptance Time does not constitute at least one (1) share more than 90% of the Adjusted Outstanding Share Number; and (ii) a place and a time the exercise of the Top-Up Option in accordance with this Section 2.05 would not violate any applicable Law. The aggregate purchase price payable for the closing Top-Up Shares shall be determined by multiplying the number of such Top-Up Shares by the Cash Consideration. The purchase price for the Top-Up Shares may be paid by Parent or Merger Sub, at its option either: (1) in cash, by wire transfer of immediately available funds; or (2) by: (x) paying in cash, by wire transfer of immediately available funds, an amount equal to the aggregate par value of the Top-Up Shares; and (iiiy) executing and delivering to the Company a full recourse promissory note having a principal amount equal to the aggregate purchase price for the Top-Up Shares minus the amount paid in cash pursuant to the preceding clause (x) (the “Promissory Note”). The Promissory Note: (I) shall be due on the first anniversary of the date of execution and delivery thereof; (II) shall bear simple interest at the rate per annum equal to the “prime rate” (as reported by Bloomberg L.P. on the date of execution and delivery of the Promissory Note), payable in arrears at maturity; (III) shall be full recourse against Parent or Merger Sub, as applicable; (IV) may be prepaid, in whole or in part, at any time without premium or penalty; and (V) shall have no other material terms. (c) In the event Parent or Merger Sub exercises the Top-Up Option, Parent or Merger Sub shall deliver to the Company a notice setting forth: (i) the number of Top-Up Shares it intends to purchase pursuant to the Top-Up Option; (ii) the manner in which Parent or Merger Sub intends to pay the applicable exercise price; and (iii) the place and time at which the closing of the purchase priceof the Top-Up Shares is to take place. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to notify Merger Sub specifying, based on the information provided by Sub in its notice, of the number of Top-Up SharesShares then outstanding and the Adjusted Outstanding Share Number. Prior to At the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company Parent or Merger Sub shall use its reasonable best efforts cause to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering delivered to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration price for the Top-Up Shares, and the Company shall cause to be issued to Parent or Merger Sub, as applicable, Top-Up Shares in certificated or book-entry form. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Merger Sub acknowledge that the any Top-Up Shares that Sub may acquire issued upon exercise of the Top-Up Option shall will not be registered under the Securities Act and shall that all such Top-Up Shares will be issued in reliance upon an applicable exemption for transactions not involving a public offeringfrom registration under the Securities Act. Each of Parent and Merger Sub agrees hereby represents and warrants to the Company that it is, and will be, upon the purchase of any Top-Up OptionShares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act, and that the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, Option are being and shall will be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act)thereof. (ed) The obligation Parties agree that any dilutive impact on the value of the Company to deliver Top-Up Shares upon the exercise as a result of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order existence or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and any effect of the Promissory Note, will not be taken into account in any determination of the fair value of any Appraisal Shares pursuant to Section 262 of the DGCL as contemplated by Section 3.07. (iiie) Sub has accepted for payment all Shares validly tendered Without the prior written consent of the Company, the right to exercise the Top-Up Option granted pursuant to this Agreement may be exercised only once and may not be assigned. Any attempted assignment in the Offer violation of this Section 2.05(e) shall be null and not withdrawnvoid.

Top-Up Option. (a) The Company hereby grants to Sub Purchaser an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.101.5, to purchase at a price per share equal to the greater of (i) the last reported sale price of a Share on The Nasdaq Stock Market NASDAQ on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so that, when added to the number of Shares owned by Sub Purchaser prior to the exercise of the Top-Up Option, Sub Purchaser will own at least ninety percent (90%) of the Shares outstanding shares of each class of capital stock of the Company entitled to vote on the Merger immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub Purchaser any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a the number of Shares in excess of the Shares authorized and unissued at Shares less the time maximum number of exercise Shares potentially necessary for issuance with respect to Company Equity Plan Awards or other obligations of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by SubCompany. The Top-Up Option shall be exercisable once at any time following the Offer Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms; provided, however, that the obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the condition that (i) immediately following the exercise of the Top-Up Option, the number of Shares owned in the aggregate by Parent and Purchaser constitutes at least one share more than 90% of the number of the outstanding shares of each class of capital stock of the Company entitled to vote on the Merger immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Purchaser any Shares tendered pursuant to unfulfilled guaranteed delivery procedures) and (ii) the Minimum Condition shall have been satisfied. Sub Purchaser may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.101.5, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies comply with all applicable LawsLegal Requirements, including compliance with an applicable exemption from registration under the Securities Act. If Sub Purchaser wishes to exercise the Top-Up Option, Sub Purchaser shall give the Company written notice, specifying (i) the number of Shares owned by Sub, Purchaser and (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase pricepurchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub Purchaser specifying, based on the information provided by Sub Purchaser in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon SubPurchaser’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub Purchaser the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at SubPurchaser’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub Purchaser shall use cash for at least the aggregate par value of the Top-Up Shares. The Board of Directors of the Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% one percent (1.00%) and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) At the closing of the purchase of the Top-Up Shares, Purchaser shall cause to be delivered to the Company the consideration required to be delivered in exchange for such Top-Up Shares, and the Company shall cause such Top-Up Shares to be issued to Purchaser via book-entry delivery. (e) Parent and Sub Purchaser acknowledge that the Top-Up Shares that Sub Purchaser may acquire upon exercise of the Top-Up Option shall will not be registered under the Securities Act and shall will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Sub agrees Parent and Purchaser represent and warrant to the Company that the Top-Up OptionPurchaser is, and the Top-Up Shares to will be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance purchase of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered an “Accredited Investor,” as defined in Rule 501 of Regulation D under the Offer and not withdrawnSecurities Act.

Top-Up Option. (a) The Company hereby irrevocably grants to Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only on after the terms acceptance by Merger Sub of, and conditions set forth payment for, Shares tendered in this Section 1.10the Offer, to purchase at a price per share equal to the greater that number (but not less than that number) of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so as is equal to the lowest number of Shares that, when added to the number of Shares owned by Purchaser, Merger Sub prior and any Subsidiaries or Affiliates of Purchaser or Merger Sub, taken as a whole, at the time of such exercise, shall constitute one share more than 90% of the total shares of Company Common Stock then outstanding (assuming the issuance of the Top-Up Shares) at a price per share equal to the Offer Price; provided, however, that (i) in no event shall the Top-Up Option be exercisable (x) for a number of shares of Company Common Stock in excess of the Company’s then authorized and unissued shares of Common Stock (including as authorized and unissued shares of Common Stock, for purposes of this Section 1.5, any shares of Company Common Stock held in the treasury of the Company), or (y) if the issuance of shares of Company Common Stock by the Company in connection with the exercise of the Top-Up Option by Merger Sub would violate applicable Nasdaq rules, (ii) Merger Sub shall, concurrently with the exercise of the Top-Up Option, give written notice to the Company that as promptly as practicable following such exercise, Merger Sub will own at least ninety percent shall (90%and Purchaser shall cause Merger Sub to) consummate the Merger in accordance with Section 253 of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned Delaware GCL as contemplated by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); providedthis Agreement, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and (iiiii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at if any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of applicable law or any applicable Law and no judgment, injunction, order or decree of any federal, state, provincial, local and foreign government, governmental, quasi-governmental, supranational, regulatory or administrative authority, agency, commission or any court, tribunal, or judicial or arbitral body (each, a “Governmental Entity”) shall prohibit prohibit, or require any action, consent, approval, authorization or permit of, action by, or filing with or notification to, any Governmental Entity or the Company’s stockholders in connection with the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, which action, consent, approval, authorization or permit, action, filing or notification has not theretofore been obtained or made, as applicable. (iib) due Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws. (c) Purchaser and Merger Sub understand that the shares of Company Common Stock that Merger Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Purchaser and Merger Sub represent and warrant to the Company that Merger Sub is, and will be upon exercise of the Top-Up Option, an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the number of Shares owned by Parent, Securities Act). Merger Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares agrees that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, Option and (iii) Sub has accepted the Top-Up Shares to be acquired upon exercise thereof are being and will be acquired for payment all Shares validly tendered in the Offer purpose of investment and not withdrawnwith a view to or for resale in connection with any distribution thereof within the meaning of the Securities Act.

Top-Up Option. (a) The Subject to the number of Shares that have been accepted for payment pursuant to the Offer (after giving effect to any proper withdrawal of Shares prior to the Expiration Date but without giving effect to Shares issuable upon the exercise of the Top-Up Option), together with (x) the number of Shares, if any, then owned of record by Parent or Purchaser or with respect to which Parent or Purchaser otherwise has, directly or indirectly, sole voting power, and (y) the number of shares of Company Common Stock that are issuable upon exercise of Options, that are held in trust pursuant to the Company's Director Stock Unit Program or that constitute restricted shares, in each case whose holders have executed the Stockholders’ Agreement, representing at least eighty percent (80%) but less than ninety percent (90%) of all outstanding Shares (determined on a Fully Diluted Basis), the Company hereby grants to Sub Purchaser an irrevocable option (the “Top-Up Option”), exercisable only on once upon the terms and subject to the other conditions set forth in this Section 1.10herein, to purchase at a price per share equal to the greater Offer Price an aggregate number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so equal to the lowest number of Shares that, when added to the number of Shares owned by Sub prior Parent, Purchaser and their Affiliates at the time of such exercise and the number of shares of Company Common Stock that are issuable upon exercise of Options, that are held in trust pursuant to the exercise of Company's Director Stock Unit Program or that constitute restricted shares, in each case whose holders have executed the Top-Up OptionStockholders’ Agreement, Sub will own at least shall constitute one Share more than ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. ) issued and outstanding, determined on a Fully Diluted Basis (c) The aggregate purchase price payable for the “Short Form Threshold”); provided, however, that in no event shall the Top-Up Option be exercisable for a number of Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering excess of the number of authorized but unissued Shares as of immediately prior to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value issuance of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance; provided, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any timefurther, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under terminate upon the Securities Act earlier of: (x) the fifth (5th) Business Day after the later of (1) the Expiration Date and shall be issued (2) the expiration of any “subsequent offering period” as described in reliance upon an exemption for transactions not involving a public offering. Sub agrees that Section 1.1(f) above and (y) the Top-Up Option, and the Top-Up Shares to be acquired upon exercise termination of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not this Agreement in accordance with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act)its terms. (eb) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order Order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the upon exercise of the Top-Up Option, the number of Shares owned by Parent, Sub Purchaser and their Affiliates will constitute one (1) Share more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up SharesShort Form Threshold, and (iii) Sub Purchaser has accepted for payment all Shares validly tendered in the Offer and not withdrawnproperly withdrawn prior to the Expiration Date. The parties shall cooperate to ensure that the issuance of the Top-Up Shares is accomplished consistent with all applicable legal requirements of all Governmental Entities, including any requirements regarding the availability of an applicable exemption from registration of the issuance of the Top-Up Shares under the Securities Act. (c) To exercise the Top-Up Option, Purchaser shall send to the Company a written notice (a “Top-Up Exercise Notice”) specifying (i) the number of Shares that shall be owned by Parent, Purchaser and their Affiliates immediately preceding the purchase of the Top-Up Shares and (ii) the place, time and date for the closing of the purchase and sale of the Top-Up Shares (the “Top-Up Closing”). The Company shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to Purchaser confirming the number of Top-Up Shares and the aggregate purchase price therefor (the “Top-Up Notice Receipt”). At the Top-Up Closing, Purchaser shall pay the Company, in the manner set forth in Section 1.7(d) hereof, the aggregate price required to be paid for the Top-Up Shares, in an aggregate principal amount equal to that specified in the Top-Up Notice Receipt, and the Company shall cause to be issued and delivered to Purchaser a certificate or certificates representing the Top-Up Shares or, at Purchaser’s request or otherwise if the Company does not then have certificated Shares, the applicable number of Book-Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by applicable Law. (d) Purchaser may pay the Company the aggregate price required to be paid for the Top-Up Shares either (i) entirely in cash or, at Purchaser’s election, by (ii) (x) paying in cash an amount equal to not less than the aggregate par value of the Top-Up Shares and (y) executing and delivering to the Company a promissory note having a principal amount equal to the aggregate price required to be paid for the purchase of the Top-Up Shares less the amount to be paid in cash pursuant to the immediately preceding clause (x) (a “Promissory Note”). Any such Promissory Note shall be full recourse against Parent and Purchaser and (1) shall bear interest at a market rate of interest per annum, payable in arrears at the end of one (1) year, (2) shall mature on the first (1st) anniversary of the date of execution and delivery of such Promissory Note and (3) may be prepaid, in whole or in part, without premium or penalty. (e) Parent and Purchaser acknowledge that the Top-Up Shares shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Purchaser agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Purchaser for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).

Top-Up Option. (ai) The Subject to Section 1.4(a)(ii), Section 1.4(a)(iii) and Section 1.4(a)(iv) hereof, the Company hereby grants to Sub an Parent and Purchaser a non-assignable and irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, ) to purchase at a price per share equal to from the greater Company the number of (i) the last reported sale price shares of a Share on The Nasdaq Common Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Option Shares”) so equal to the lesser of (A) the number of shares of Common Stock that, when added to the number of Shares shares of Common Stock (if any) owned by Sub prior to Parent, Purchaser or their respective Affiliates at the time of exercise of the Top-Up Option, Sub will own at least ninety percent constitutes one (1) Share more than 90%) % of the Shares of Common Stock then outstanding immediately on a fully diluted basis (after giving effect to the issuance of the Top-Up Shares Option Shares) or (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (iB) the Top-Up Option shall not be exercisable for a aggregate number of Shares in excess shares of Common Stock that the Shares Company is authorized to issue under its Certificate of Incorporation but that are not issued and unissued outstanding (and are not subscribed for or otherwise committed to be issued) at the time of exercise of the Top-Up Option (it being understood that for the purpose of this Section 1.4, shares of Common Stock authorized but not issued and outstanding shall be deemed to include, without limitation, shares of Common Stock of the Company held in the treasury of the Company). (ii) the The Top-Up Option may not be exercised unlessby Parent or Purchaser, following the Acceptance Time or after a subsequent offering periodin whole (but not in part), seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following after the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10Article VIII; provided, in its sole discretionhowever, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not only be registered under exercisable if: (1) the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up OptionMinimum Tender Condition has been satisfied, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i2) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares shares of Common Stock in respect of such exercise, (ii3) due the issuance of shares of Common Stock pursuant to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) Option would not require approval of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up SharesCompany’s stockholders under applicable Law or regulation, and (iii4) Sub Parent or Purchaser has accepted for payment and paid for all Shares validly tendered in the Offer and not withdrawn. (iii) The aggregate purchase price payable for the shares of Common Stock being purchased by Parent or Purchaser pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price. Such purchase price may be paid by Parent or Purchaser, at its election, either entirely in cash or by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price for the Top-Up Option Shares. Any such promissory note shall bear interest at the rate of interest per annum equal to the rate of interest publicly announced by JPMorgan Chase Bank, N.A., in the City of New York, at the time such note is paid as such bank’s prime lending rate, shall mature not later than the fifth anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty. (iv) In the event Parent or Purchaser wishes to exercise the Top-Up Option, Parent or Purchaser shall deliver to the Company a notice setting forth (A) the number of shares of Common Stock that Parent or Purchaser intends to purchase pursuant to the Top-Up Option, (B) the manner in which Parent or Purchaser intends to pay the applicable exercise price and (C) the place and time at which the closing of the purchase of such shares by Parent or Purchaser is to take place. At the closing of the purchase of such shares of Common Stock, Parent or Purchaser shall cause to be delivered to the Company the consideration required to be delivered in exchange for such shares, and the Company shall cause to be issued to Parent or Purchaser (as the case may be) a certificate representing such shares. The parties shall cooperate to ensure that the issuance of the shares of Common Stock upon exercise of the Top-Up Option is accomplished in a manner consistent with all applicable legal requirements of any Governmental Entity, including compliance with an applicable exemption from registration of the Shares under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”).

Top-Up Option. (a) The Company hereby grants to Sub Purchaser an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.102.5, to purchase at a price per share equal to the greater Offer Price paid in the Offer up to that number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares shares of Company Common Stock (the “Top-Up Shares”) so equal to the lowest number of shares of Company Common Stock that, when added to the number of Shares shares of Company Common Stock owned by Sub prior to Parent and its Subsidiaries at the time of exercise of the Top-Up Option, Sub will own at least shall constitute one share more than ninety percent (90%) of the Shares shares of Company Common Stock outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures)Shares; provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares shares of Company Common Stock in excess of the Shares number of shares of Company Common Stock authorized and unissued (treating shares held in the treasury of the Company as unissued) and not reserved for issuance at the time of exercise of the Top-Up Option and (ii) the exercise of the Top-Up Option may and the issuance and delivery of the Top-Up Shares shall not be exercised unless, following the Acceptance Time prohibited by any Law or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by SubOrder. The Top-Up Option shall be exercisable once at any one time following the Acceptance Purchase Time and prior to the earlier to occur of (Aa) the Effective Time and (Bb) the termination of this Agreement in accordance with its terms. Sub may assign The obligation of the Company to issue and deliver the Top-Up Shares upon the exercise of the Top-Up Option is subject only to the conditions that (i) no Legal Restraint (other than any listing requirement of any national securities exchange) that has the effect of preventing the exercise of the Top-Up Option or the issuance and its rights delivery of the Top-Up Shares in respect of such exercise shall be in effect and obligations (ii) upon exercise of the Top-Up Option, the number of shares of Company Common Stock owned by Parent and Purchaser constitutes at least one share more than ninety percent (90%) of the shares of Company Common Stock outstanding immediately after the issuance of the Top-Up Shares. The parties hereto acknowledge and agree that, notwithstanding anything to the contrary herein, the failure to obtain approval of the Company’s stockholders of the issuance of Company Common Stock pursuant to this Section 1.10the Top-Up Option as a result of applicable stock exchange listing requirements shall not cause any condition of the Offer not to be met. Upon Parent’s written request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in its sole discretion, writing to ParentParent the number of shares of Company Common Stock issued and outstanding as of immediately prior to the exercise of the Top-Up Option after giving effect to the issuance of the Top-Up Shares. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies comply with all applicable Laws, including compliance with an applicable exemption from registration of the Top-Up Shares under the Securities Act. If Sub In the event Purchaser wishes to exercise the Top-Up Option, Sub Purchaser shall give the Company prior written notice, specifying (i) the number of Shares shares of Company Common Stock owned by Sub, Parent and its Subsidiaries at the time of such notice and (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase pricepurchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub Purchaser specifying, based on the information provided by Sub Purchaser in its notice, the number of Top-Up Shares. Prior to At the closing of the purchase of Top-Up Shares, the purchase price owed by Purchaser to the Company therefor shall be paid to the Company by (i) paying in cash, by wire transfer of immediately available funds to an account designated by the Company, an amount equal to not less than the aggregate par value of the Top-Up Shares and (ii) issuance by Purchaser to the Company of a non-negotiable and non-transferable promissory note (the “Promissory Note”). The Promissory Note shall (i) be secured by the Top-Up Shares, (ii) bear compounding interest at three percent (3%) per annum, with principal and interest due one year after the purchase of the Top-Up Shares, upon Sub’s request(iii) be prepayable in whole or in part without premium or penalty, (iv) be full recourse to Purchaser, (v) shall provide that the Company unpaid principal amount and accrued interest under the Promissory Note shall use its reasonable best efforts immediately become due and payable if Purchaser fails to cause its transfer agent to certify in writing to Sub make any payment of interest on the number Promissory Note as provided therein and such failure continues for a period of Shares issued and outstanding thirty (A30) as of immediately prior to the exercise days or Purchaser files or has filed against it any petition under bankruptcy or insolvency law or makes a general assignment of the Top-Up Option benefit of creditors and (Bvi) after giving effect to the issuance of the Top-Up Shareshave no other material terms. (c) The aggregate purchase price payable for Parent and Purchaser acknowledge that the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub Purchaser may acquire upon exercise of the Top-Up Option shall will not be registered under the Securities Act and shall will be issued in reliance upon an applicable exemption for transactions not involving a public offeringfrom registration under the Securities Act. Sub Each of Parent and Purchaser hereby represents and warrants to the Company that Purchaser is, and will be, upon the purchase of the Top-Up Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act. Purchaser agrees that the Top-Up Option, Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, Option are being and shall will be acquired by Sub Purchaser for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (ed) The obligation Any dilutive impact on the value of the shares of Company to deliver Top-Up Shares upon the exercise Common Stock as a result of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered will not be taken into account in any determination of the Offer and not withdrawnfair market value of any Dissenting Shares pursuant to Section 262 of the DGCL as contemplated by Section 3.7(b)(iv).

Top-Up Option. (a) The Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only on upon the terms and conditions set forth in of this Section 1.102.4, to purchase at a price per share equal to that number of newly-issued shares of Class A Common Stock (the greater of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the “Class A Top-Up Option is exercised or Shares”) and Class B Common Stock (ii) the Closing Amount“Class B Top-Up Shares”, newly issued Shares (and together with the Class A Top-Up Shares, the “Top-Up Shares”) so equal to, (x) in the case of the Class A Top-Up Shares, the lowest number of shares of Class A Common Stock that, when added to the number of Shares owned shares of Class A Common Stock held by Parent and Merger Sub prior at the time of such exercise (for the avoidance of doubt, after giving effect to the exercise Offer and the Stock Purchase Agreement Transactions), shall be equal to or in excess of the Top-Up Option, Sub will own at least ninety percent (90%) of the Fully Diluted Class A Common Shares outstanding immediately after (assuming the issuance of the Class A Top-Up Shares Shares); and (not including y) in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) case of the Class B Top-Up Option shall not be exercisable for a Shares, the lowest number of Shares in excess shares of Class B Common Stock that, when added to the Shares authorized number of shares of Class B Common Stock held by Parent and unissued Merger Sub at the time of such exercise (for the avoidance of doubt, after giving effect to the Stock Purchase Agreement Transactions and the shares validly tendered into the Offer), shall be equal to or in excess of ninety percent (90%) of the Fully Diluted Class B Common Shares (assuming the issuance of the Class B Top-Up Shares). (b) In the event the Minimum Tender Condition is satisfied and exercise of the Top-Up Option (together with the shares purchased in the Stock Purchase Agreement Transactions) would result in Merger Sub and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more Parent collectively owning at least 90% of the Shares total shares of Class A Common Stock and Class B Common Stock then outstanding, then Merger Sub shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior obligated to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign exercise the Top-Up Option and its rights and obligations must do so within 24 hours after Merger Sub’s acceptance for payment of shares of Company Common Stock pursuant to this Section 1.10the Offer; provided, however, that in its sole discretion, to Parent. (b) The parties no event shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and be exercised (Bx) after giving effect to the issuance for a number of shares of Class A Common Stock or Class B Common Stock in excess of the Top-Up Shares. (c) The aggregate purchase price payable for number of authorized but unissued and unreserved shares of Class A Common Stock or Class B Common Stock, as the Top-Up Shares case may be paid, at Sub’s optionbe, (i) including as authorized and unissued shares of Company Common Stock, for purposes of this Section 2.4(b), any shares of Company Common Stock held in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance treasury of the remaining aggregate purchase price, Company) or (iiiy) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no other provision of any applicable Applicable Law and no judgment, injunction, order or decree Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due Shares. The aggregate amount payable by Merger Sub to the exercise Company for the Top-Up Shares shall be equal to the product of the number of Top-Up Shares and the Offer Price (the “Top-Up Consideration”). The Top-Up Consideration shall be paid to the Company at the closing of the Top-Up Option, at Merger Sub’s option, (A) in cash, by wire transfer of same-day funds, or (B) by (x) paying in cash, by wire transfer of same-day funds, an amount equal to not less than the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) aggregate par value of the number Top-Up Shares and (y) executing and delivering to the Company a promissory note having a principal amount equal to the aggregate purchase price for the Top-Up Shares less the amount paid in cash pursuant to the immediately preceding clause (x) (the “Promissory Note”). The Promissory Note (1) shall be due on the first anniversary of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares pursuant to this Section 2.4, (2) shall bear simple interest of 5% per annum, (3) shall be full recourse to Merger Sub, (4) may be prepaid, in whole or in part, at any time without premium or penalty and (5) shall have no other material terms. (c) In the event the Top-Up Option is exercised in accordance with this Section 2.4, Merger Sub shall promptly notify the Company in writing of the following: (i) the number and class of shares of Company Common Stock that will be owned by Parent and Merger Sub immediately preceding the purchase of the Top-Up Shares and (ii) the place and time for the closing of the purchase of the Top-Up Shares (which, subject to Applicable Law and any required regulatory approvals, shall be effected as promptly as practicable and not more than two (2) Business Days after the date such notice is delivered to the Company). Such notice shall also include an undertaking signed by Parent and Merger Sub that Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as practicable after the delivery by the Company of the Top-Up Shares, consummate the Merger in accordance with the terms hereof. The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and the number of Top-Up Shares. At the closing of the purchase of the Top-Up Shares, Parent or Merger Sub shall cause to be delivered to the Company the Top-Up Consideration, and the Company shall cause to be issued to Parent or Merger Sub a certificate representing such shares of Class A Common Stock or Class B Common Stock, as the case may be, which certificate may include any legends required by Applicable Law. (iiid) Parent and Merger Sub has accepted acknowledge that the Top-Up Shares will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for payment all transactions not involving a public offering. Each of Parent and Merger Sub represents and warrants that Merger Sub will be, upon the purchase of the Top-Up Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act. Each of Parent and Merger Sub represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares validly tendered in will be, acquired by Merger Sub for the Offer purpose of investment and not withdrawnwith a view to or for resale in connection with any public distribution thereof within the meaning of the Securities Act. (e) Notwithstanding anything to the contrary contained herein, to the fullest extent permitted by Applicable Law, each of the parties hereto agrees and acknowledges that in any appraisal proceeding under Section 262 of the DGCL with respect to the Dissenting Shares, the Surviving Corporation shall not assert that the Top-Up Option, the Top-Up Shares or any cash or the Promissory Note delivered to the Company in payment for such Top-Up Option Shares should be considered in connection with the determination of the fair value of the Dissenting Shares in accordance with Section 262 of the DGCL.

Top-Up Option. (a) (a) The Company hereby grants to Parent and Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only on upon the terms and subject to the conditions set forth in this Section 1.10Agreement, to purchase at a price per share from the Company an aggregate number of newly-issued Shares equal to the greater lesser of (i) the last reported sale price number of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so that, when added to the number of Shares owned by Parent or Merger Sub prior to the exercise or any other Subsidiaries of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued Parent at the time of exercise of the Top-Up Option, constitutes one share more than 90% of the sum of the Adjusted Outstanding Share Number plus such additional Shares that would be outstanding immediately after the issuance of all Shares subject to the Top-Up Option and (ii) the aggregate number of shares of Company Common Stock that the Company is authorized to issue under its Restated Certificate of Incorporation but that are not issued and outstanding (and are not subscribed for or otherwise committed to be issued under the Equity Compensation Plans, upon conversion of the Convertible Notes or otherwise) at the time of exercise of the Top-Up Option. (b) The Top-Up Option may not be exercised unlessby Parent or Merger Sub, following in whole but not in part, at any time at or after the Acceptance Time or after a subsequent offering periodTime, seventy percent (70%) or more and no exercise of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following effective prior to the Acceptance Time; provided that the Top-Up Option shall terminate upon the earlier of (i) the fifth (5th) Business Day after the later of (x) the Acceptance Time and prior to the earlier to occur of (Ay) the Effective Time expiration of any “subsequent offering period”; and (Bii) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Shares being purchased by Parent or Merger Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares may by the Offer Price and shall be paidpayable, at SubParent’s optionelection, (i) in cash, (ii) cash or by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of price to be paid pursuant to the Top-Up Shares. The Company Board has approved such consideration for Option (the Top-Up Shares“Promissory Note”), or by any combination thereof. Any such promissory note shall include the following terms: (1) the maturity date Promissory Note shall be one full recourse against Parent and Merger Sub and (1i) year after issuanceshall bear interest at the rate of 5% per annum, (2ii) shall mature on the unpaid principal amount six month anniversary of the promissory note shall accrue simple interest at a per annum rate date of 3.00% execution and delivery of such Promissory Note and (3iii) the promissory note may be prepaid prepaid, in whole or in part at any timepart, without penalty premium or prior noticepenalty. (dc) Parent and Sub acknowledge that The obligation of the Company to deliver Shares that Sub may acquire upon exercise of the Top-Up Option is subject to the conditions that (i) no Order shall prohibit the exercise of the Top-Up Option or the delivery of the Shares pursuant to the Top-Up Option in respect of such exercise, (ii) upon exercise of the Top-Up Option, the number of Shares held of record by Parent, Holding and Merger Sub constitutes at least one (1) share more than ninety percent (90%) of the number of Shares that shall be outstanding immediately after the issuance of the Shares pursuant to the Top-Up Option, and (iii) Merger Sub has accepted for payment all Shares validly tendered in the Offer and not properly withdrawn. (d) In the event Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall deliver to the Company a notice setting forth (i) the number of Shares that Parent or Merger Sub hold of record immediately preceding the purchase of Shares pursuant to the Top-Up Option, and (ii) the place, date and time at which the closing of the purchase of such Shares by Parent or Merger Sub is to take place (which shall not be more than five (5) Business Days following the date of such notice). At the closing of the purchase of such Shares, Parent or Merger Sub shall cause to be delivered to the Company the consideration (in cash or by Promissory Note in accordance with Section 1.4(b)) required to be delivered in exchange for such Shares, and the Company shall cause to be issued to Parent or Merger Sub (as the case may be) a certificate representing such Shares or, at Parent or Merger Sub’s request or otherwise if the Company does not then have certificated Shares, the applicable number of uncertificated Shares represented by book-entry. (e) Parent and Merger Sub acknowledge that the Shares acquired by Merger Sub pursuant to the Top-Up Option will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and shall will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Merger Sub represent and warrant to the Company that Merger Sub will be upon the purchase of the Shares pursuant to the Top-Up Option an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act. Merger Sub agrees that the Top-Up Option, Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, Option are being and shall will be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of . Any certificates evidencing the Company Shares acquired pursuant to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of shall include any legends required by applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawnsecurities laws.

Top-Up Option. (a) The Company hereby grants to Sub Purchaser an irrevocable option (the “Top-Up Option”), exercisable only on once and only upon the terms and subject to the conditions set forth in this Section 1.101.4, and only for so long as this Agreement has not been terminated pursuant to Section 7.1, to purchase at a price per share equal to the greater Offer Price an aggregate number of (i) the last reported sale price validly issued, fully paid and nonassessable shares of a Share on The Nasdaq Company Common Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Option Shares”) so that, when added equal to up to the number of Shares owned by Sub prior to the exercise then-available authorized and unissued shares of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures)Company Common Stock; provided, however, that (i) the Top-Up Option shall not be exercisable for a number deemed to be exercised (i) to purchase an amount of Top-Up Option Shares in excess of the Shares number of shares of Company Common Stock authorized and unissued (treating shares owned by the Company as treasury stock as unissued) at the time of exercise of the Top-Up Option (treating shares of Company Common Stock issuable pursuant to all then-outstanding stock options, restricted stock units and any other rights to acquire Company Common Stock as if such shares were outstanding), (ii) unless immediately after such exercise and the issuance of the Top-Up Option may Shares, Purchaser and Parent shall, when added to the shares of Company Common Stock owned by Purchaser and Parent, own at least 90% of the shares of the Company Common Stock outstanding (excluding from the calculation of the number of shares of Company Common Stock Purchaser and Parent then owns, but not be exercised unlessfrom the calculation of then-outstanding shares of Company Common Stock, following the Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) immediately after the Acceptance Time or after a subsequent offering period(the “Short-Form Threshold”), seventy percent (70%iii) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following unless the Acceptance Time and prior to the earlier to occur shall have occurred, (iv) unless Purchaser irrevocably commits upon acquisition of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations Shares to immediately effect the Merger pursuant to this Section 1.102.3 and (v) if the exercise of the Top-Up Option, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Option Shares complies with all applicable Laws, including and compliance with an applicable exemption from registration under this Section 1.4 shall be prohibited by any outstanding order or Law (excluding any rules of Nasdaq that require stockholder approval). Purchaser shall pay the Securities Act. If Sub wishes Company the aggregate purchase price required to be paid for the Top-Up Option Shares as set forth in Section 1.4(b). (b) Subject to the limitations set forth in Sections 1.4(a) and the satisfaction of the conditions to the Merger set forth in Article VI, if there shall not have been validly tendered in the Offer and not validly withdrawn that number of shares of Company Common Stock which, when added to the shares of Company Common Stock owned by Purchaser and Parent prior to giving effect to the exercise of the Top-Up Option, Sub does not represent at least the Short-Form Threshold on the Offer Closing Date, Purchaser shall on such date be deemed to have exercised the Top-Up Option for such number of Top-Up Option Shares as is necessary for Purchaser to reach the Short-Form Threshold and on such date shall give the Company prior written notice, notice specifying (ix) the number of Shares shares of Company Common Stock directly or indirectly owned by Sub, (ii) a place Purchaser and a Parent at the time for the closing of such purchase notice (giving effect to the Offer Closing but prior to giving effect to the exercise of the Top-Up Option) and (iiiy) the manner number of Top-Up Option Shares. Such notice will also include an undertaking signed by Purchaser and Parent that, immediately following the Top-Up Closing, Purchaser will, and Parent will cause Purchaser to, consummate the Merger in which Sub intends to pay the applicable purchase priceaccordance with Section 2.3. The Company shall, as soon as practicable following receipt of such noticenotice (and in any event no later than the Offer Closing), deliver written notice to Sub specifyingPurchaser specifying the number of Shares then outstanding and, based on such number and, based on the information provided by Sub Purchaser in its notice, the number of Top-Up Option Shares to be purchased. If the number of Top-Up Option Shares specified in the notice provided delivered by Purchaser is different than the number of Top-Up Option Shares specified in the notice delivered by the Company, the Company and Purchaser shall, as promptly as practicable and in any event on the Offer Closing Date, reasonably agree on the appropriate number of Top-Up Option Shares. Prior to At the closing of the purchase of the Top-Up SharesOption Shares (the “Top-Up Closing”), upon Sub’s requestwhich shall take place simultaneously with the Offer Closing, the purchase price owed by Purchaser to the Company to purchase the Top-Up Option Shares shall use its reasonable best efforts be paid to cause its the Company, at Purchaser’s option: (i) in cash, by wire transfer agent to certify in writing to Sub the number of Shares issued and outstanding same-day funds; or (ii) by (A) as paying in cash, by wire transfer of immediately prior same-day funds, an amount equal to not less than the exercise aggregate par value of the Top-Up Option Shares and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or price pursuant to the Top-Up Option less the amount paid in cash pursuant to the preceding clause (iiiA) a combination thereof, provided that Sub (the “Promissory Note”). The Promissory Note: (1) shall use cash for at least be due on the aggregate par value first anniversary of the Top-Up SharesClosing; (2) shall bear simple interest of 5% per annum, payable in arrears at maturity; (3) shall be fully recourse to Purchaser and Parent; (4) may be prepaid, in whole or in part, at any time without premium or penalty; and (5) shall have no other material terms. The Company Board has approved such consideration for At the Top-Up Closing, the Company shall cause to be issued to Purchaser a certificate representing the Top-Up Option Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (dc) Each of Purchaser and Parent and Sub acknowledge acknowledges that the Top-Up Option Shares that Sub Purchaser may acquire upon exercise of the Top-Up Option shall will not be registered under the Securities Act and shall will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Sub The parties hereto shall cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished consistent with all applicable Laws, including compliance with an applicable exemption from registration of the Top-Up Option Shares under the Securities Act. Each of Purchaser and Parent represents and warrants to the Company that Purchaser is, and will be upon the exercise of the Top-Up Option Shares, an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act. Each of Purchaser and Parent represents, warrants and agrees that the Top-Up Option, Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option, if any, Option are being and shall will be acquired by Sub Purchaser for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the . Any certificates evidencing Top-Up Option is subject to Shares shall include any legends required by applicable securities Laws. (d) Any dilutive impact on the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise value of the Top-Up Option or the delivery shares of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after Company Common Stock resulting from the issuance of the Top-Up Option Shares or the payment by Purchaser to the Company of consideration of the Top-Up Option Shares, including the Promissory Note, will not be taken into account in any determination of the fair value of any Dissenting Shares pursuant to Section 262 of the DGCL as contemplated by Section 2.10 and (iii) Sub has accepted for payment all Shares validly tendered none of the parties hereto shall take any position to the contrary in the Offer and not withdrawnany appraisal proceeding.

Top-Up Option. (a) The Company hereby grants to Sub Parent and Purchaser an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, ) to purchase at a price per share equal up to the greater that number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Company Shares (the “Top-Up Option Shares”) so equal to the lowest number of Company Shares that, when added to the number of Company Shares collectively owned by Sub Parent or Purchaser at the time of exercise, shall constitute one Company Share more than 90% of the then outstanding Company Shares on a fully diluted basis (including all Company Shares potentially issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights (other than the Rights) including the Company RSUs, in each case, which are convertible or exercisable prior to the exercise of the Outside Date), at a purchase price per Top-Up OptionOption Share equal to the Per Share Amount. Notwithstanding the foregoing provisions of this Section 2.3(a), Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Company Shares in excess of the number of Company Shares authorized and unissued or held in the treasury of the Company (giving effect to the Company Shares issuable pursuant to all then-outstanding Company Stock Options, RSUs and any other rights to acquire Company Shares as if such shares were outstanding). (b) Either Parent or Purchaser may, at the time of its election, exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following after the Acceptance Time Date and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign Agreement. (c) If either Parent or Purchaser wishes to exercise the Top-Up Option, Parent or Purchaser, as applicable, shall send to the Company a written notice (a “Top-Up Exercise Notice”) specifying the place for the closing of the purchase the Top-Up Option Shares (the “Top-Up Closing”) and its rights a date not earlier than one business day nor later than ten business days after the date of the Top-Up Exercise Notice for the Top-Up Closing. The Company shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to Parent or Purchaser confirming (i) the number of Company Shares then outstanding on a fully diluted basis, and obligations pursuant to this Section 1.10, in its sole discretion, to Parent(ii) the number of Top-Up Option Shares and the aggregate purchase price therefor. (bd) At the Top-Up Closing, subject to the terms and conditions of this Agreement, (i) the Company shall deliver to Parent or Purchaser a certificate or certificates evidencing the applicable number of Top-Up Option Shares and (ii) Parent or Purchaser shall purchase each Top-Up Option Share from the Company at the Per Share Amount. Payment of the purchase price for the Top-Up Option Shares may be made, at Parent’s or Purchaser’s option, by delivery of (A) immediately available funds by wire transfer to an account designated by the Company or (B) a promissory note, or any combination thereof. The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and Shares is accomplished consistent with all applicable legal requirements, including all federal securities laws. (Be) after giving effect Upon the delivery by Parent or Purchaser to the issuance Company of the Top-Up Shares. (c) The aggregate purchase price payable for Exercise Notice, and the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance tender of the remaining aggregate purchase priceconsideration described in Section 2.3(d), Parent or (iii) a combination thereofPurchaser, provided that Sub as applicable, shall use cash for at least be deemed to be the aggregate par value holder of record of the Top-Up SharesOption Shares issuable upon that exercise, notwithstanding that certificates representing those Top-Up Option Shares shall not then be actually delivered to Parent or Purchaser or the Company shall have failed or refused to designate the account described in Section 2.3(d). (f) Certificates evidencing Top-Up Option Shares delivered hereunder may include legends legally required by applicable securities laws. The Company Board has approved such consideration for Parent and Purchaser acknowledge that the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Option Shares that Sub Parent or Purchaser may acquire upon exercise of the Top-Up Option shall will not be registered under the Securities Act and shall will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Sub agrees Each of Parent and Purchaser hereby represents and warrants to the Company that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view toit is, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares will be upon the exercise purchase of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered an “accredited investor”, as defined in Rule 501 of Regulation D under the Offer and not withdrawnSecurities Act.

Top-Up Option. (a) The Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, ) to purchase at a price per share equal up to the greater that number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Company Shares (the “Top-Up Option Shares”) so equal to the lowest number of Company Shares that, when added to the number of Company Shares collectively owned by Parent or Merger Sub prior to at the exercise time of the Top-Up Optionexercise, Sub will own at least shall constitute one Company Share more than ninety percent (90%) of the Company Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and then outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) determined on a fully diluted basis after giving effect to the issuance of the Top-Up Option Shares. (c) The aggregate ), at a purchase price payable for the per Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount Option Share equal to the balance Per Share Amount. Notwithstanding the foregoing provisions of the remaining aggregate purchase pricethis Section 2.3(a), or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under exercisable if (i) the Securities Act and Minimum Condition shall be issued in reliance upon an exemption for transactions have not involving a public offering. Sub agrees that been met or (ii) the Top-Up Option, and the Top-Up aggregate number of (A) Company Shares to be acquired issuable upon exercise of the Top-Up Option, if anyplus (B) Company Shares then outstanding, are being plus (C) Company Shares issuable upon exercise of all options and shall be acquired by Sub for other rights to purchase Company Shares, would exceed the purpose number of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act)authorized Company Shares. (eb) Merger Sub may, at its election, exercise the Top-Up Option, in whole, but not in part, at any one time after Merger Sub’s acceptance for payment of Company Shares pursuant to the Offer and prior to the earlier of (i) the Effective Time and (ii) the termination of this Agreement. (c) If Merger Sub wishes to exercise the Top-Up Option, Merger Sub shall send to the Company a written notice (a “Top-Up Exercise Notice”) specifying the place for the closing of the purchase of the Top-Up Option Shares (the “Top-Up Closing”) and a date not earlier than one (1) Business Day nor later than ten (10) Business Days after the date of the Top-Up Exercise Notice for the Top-Up Closing. The Company shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to Parent or Merger Sub confirming (i) the number of Company Shares then outstanding on a fully diluted basis, and (ii) the number of Top-Up Option Shares and the aggregate purchase price therefor. (d) At the Top-Up Closing, subject to the terms and conditions of this Agreement: (i) the Company shall deliver to Merger Sub a certificate or certificates evidencing the applicable number of Top-Up Option Shares; provided, however, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions that (iA) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of any such exercise, exercise and (iiB) due the Top-Up Option shall not be exercisable if the issuance of the Top-Up Option Shares would result in the issuance of Company Shares equal to or greater than 19.9% of the Company Shares issued and outstanding immediately prior to the Execution Date unless Parent and Merger Sub certify to the Company in writing that within three (3) Business Days following the exercise of the Top-Up Option, Parent and Merger Sub shall consummate the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) Merger in a short-form merger without a meeting of the number Company shareholders in accordance with Section 253 of the DGCL (in which case, the Top-Up Option may be exercised without regard to this subsection B); and (ii) Merger Sub shall purchase each Top-Up Option Share from the Company at the Per Share Amount. Payment by Merger Sub of the purchase price for the Top-Up Option Shares may be made by delivery of immediately available funds by wire transfer to an account designated by the Company, a six-month full recourse promissory note bearing interest at the six-month LIBOR rate then in effect, or any combination of such wire transfer funds and promissory note. The Parties shall cooperate to ensure that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up SharesOption Shares is accomplished consistent with all applicable legal requirements, including all federal securities laws. (e) Upon the delivery by Merger Sub to the Company of the Top-Up Exercise Notice, and the tender of the consideration described in Section 2.3(d), the Company shall use its reasonable best efforts to cause Merger Sub to be the holder of record of the Top-Up Option Shares issuable upon that exercise, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing those Top-Up Option Shares may not then be actually delivered to Merger Sub or the Company may have failed or refused to designate the account described in Section 2.3(d). (iiif) Sub has accepted for payment all Certificates evidencing Top-Up Option Shares validly tendered in the Offer and not withdrawndelivered hereunder shall include legends legally required by applicable securities laws.

Top-Up Option. (a) The Company hereby grants to Sub Merger Subsidiary an irrevocable option (the “Top-Up Option”), for so long as this Agreement has not been terminated pursuant to the provisions hereof and exercisable only on in accordance with the terms and conditions set forth in this Section 1.102.3, to purchase at a price per share equal to the greater that number of Shares (ibut not less than that number) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Option Shares”) so equal to the lowest number of Shares that, when added to together with the number of Shares owned collectively owned, directly or indirectly, by Sub prior to Parent, Merger Subsidiary and/or their affiliates at the exercise time of such exercise, shall constitute one Share more than 90% of the Top-Up Option, Sub will own at least ninety percent total Shares then outstanding (90%) of the Shares outstanding immediately after assuming the issuance of the Top-Up Option Shares) at a purchase price per Top-Up Option Share equal to the Offer Price. (b) Subject to satisfaction of all of the conditions set forth in Article VII (other than those conditions that by their nature must be satisfied on the Closing Date), if there shall not have been validly tendered in the Offer and not validly withdrawn that number of Shares (not including in which, when added to the Shares owned by Sub any Parent, Merger Subsidiary or their respective Affiliates, would represent at least 90% of the Shares tendered pursuant outstanding (treating Shares owned by the Company as treasury stock as not outstanding) at the Acceptance Time (the “Short-Form Threshold”), then Parent shall exercise the Top-Up Option for such number of Top-Up Option Shares as is necessary for Parent to unfulfilled guaranteed delivery procedures); providedreach the Short-Form Threshold. Moreover, howeverthe Top-Up Option shall be exercisable only once in whole and not in part and only at such time as Parent and Merger Subsidiary and their affiliates hold, that (i) in the aggregate, at least a majority of the issued and outstanding Shares. Notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable for a number of Shares in excess of exercisable: (i) to the Shares authorized and unissued at the time of exercise of extent that the Top-Up Option and Shares would exceed the number of authorized but unissued shares of the Company’s common stock that are not reserved or otherwise committed to be issued; (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time if any Law or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement Order then in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Option Shares, and ; or (iii) Sub if Parent or Merger Subsidiary has not accepted for payment all Shares validly tendered in the Offer and not withdrawn. The closing of the purchase of the Top-Up Option Shares shall take place at the location of the Closing specified in Section 3.1(b), and shall take place simultaneously with, or as soon as reasonably practicable after, the Acceptance Time. Without the prior written consent of the Company, the right to exercise the Top-Up Option granted pursuant to this Agreement shall not be assigned by Parent other than to a wholly owned Subsidiary of Parent, including by operation of Law or otherwise, without the prior written consent of the Company. Any attempted assignment in violation of this Section 2.3(b) shall be null and void. (c) In the event that Parent shall exercise the Top-Up Option, Parent shall send to the Company a written notice (a “Top-Up Exercise Notice”) specifying (i) the number of Shares owned by Parent, Merger Subsidiary and their affiliates at the time of such notice (giving effect to the closing of the Offer) and (ii) the manner in which Parent intends to pay the applicable purchase price of the Top-Up Option Shares. Such Top-Up Exercise Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, consummate the Merger in accordance with Section 253 of the DGCL. The Company shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to Merger Subsidiary confirming, based on the information provided by Parent in the Top-Up Exercise Notice, (i) the number of Shares then outstanding (assuming the issuance of the Top-Up Option Shares), and (ii) the number of Top-Up Option Shares issuable under the Top-Up Option and the aggregate purchase price therefore. (d) At the Closing of the purchase of the Top-Up Option Shares, subject to the terms and conditions of this Agreement, (i) the Company shall deliver to Merger Subsidiary the Top-Up Option Shares and (ii) Merger Subsidiary shall purchase each Top-Up Option Share from the Company at the Offer Price. Payment of the aggregate purchase price for the Top-Up Option Shares may be made, at Merger Subsidiary’s option, by delivery of (x) immediately available funds by wire transfer to an account designated by the Company or (y) a combination of cash equal to an amount not less than the aggregate par value of the Top-Up Option Shares and a promissory note for the remainder of the purchase price for the Top-Up Option Shares. Any such promissory note shall be full recourse to Parent and Merger Subsidiary, shall bear interest at the applicable federal rate as determined for U.S. income tax purposes, shall mature on the first anniversary of the date of execution and delivery of such promissory note, may be prepaid at any time without premium or penalty and shall have no other material terms. (e) Parent and Merger Subsidiary acknowledge that the Top-Up Option Shares that Merger Subsidiary may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act, and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary hereby represents and warrants to the Company that it is, or will be upon the purchase of the Top-Up Option Shares, an “accredited investor”, as defined in Rule 501 of Regulation D promulgated under the Securities Act, and that any Top-Up Option Shares are being acquired for investment and not with a view to, or for resale in connection with, any distribution (within the meaning of the Securities Act). (f) The parties will cooperate and use reasonable best efforts to ensure that the issuance and delivery of the Top-Up Option Shares comply with all applicable Laws. (g) Notwithstanding anything to the contrary contained herein, each of Parent, Merger Subsidiary and the Company agrees and acknowledges that, in any appraisal proceeding under Section 262 of the DGCL with respect to Dissenting Shares, the Surviving Corporation shall not assert that the Top-Up Option, the Top-Up Option Shares or any cash or promissory note delivered by Purchaser to the Company in payment for the Top-Up Shares should be considered in connection with the determination of the fair market value of the shares of Company Common Stock held by dissenting stockholders in accordance with Section 262 of the DGCL.

Top-Up Option. (a) The Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.101.04, to purchase at a price per share equal to the greater Common Offer Price paid in the Offer up to that number (but not less than that number) of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares shares of Company Common Stock (the “Top-Up Shares”) so equal to the lowest number of shares of Company Common Stock that, when added to the number of Shares owned shares of Company Common Stock owned, directly or indirectly, by Parent or Merger Sub prior to and their respective Subsidiaries at the time of exercise of the Top-Up Option, Sub shall constitute no less than one share more than 90% of shares of Company Common Stock that will own at least ninety percent (90%) of the Shares be outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by SubShares. The Top-Up Option shall be exercisable once only once, in whole but not in part, at any time following the Acceptance Time Offer Closing and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. ; provided, however, that (i) upon exercise of the Top-Up Option, the number of shares of Company Common Stock owned, directly or indirectly, by Parent or Merger Sub may assign and their respective Subsidiaries shall constitute no less than one share more than 90% of the number of shares of Company Common Stock that will be outstanding immediately after the issuance of the Top-Up Shares; (ii) the Top-Up Option shall not be exercisable for a number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized and unissued or held in the treasury of the Company at the time of exercise of the Top-Up Option (giving effect to the shares of Company Common Stock issuable pursuant to all then-outstanding restricted stock units and any other rights to acquire Company Common Stock as if such shares were outstanding); (iii) Merger Sub shall have accepted for payment all Shares validly tendered in the Offer and not validly withdrawn; and (iv) the exercise of the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under shall not be prohibited by any Law or Order. (b) In the Securities Act. If event Merger Sub wishes to exercise the Top-Up OptionOption in accordance with Section 1.04(a), Sub Parent shall give so notify the Company written noticeCompany, specifying and shall set forth in such notice (i) the number of Shares owned expected to be owned, directly or indirectly, by SubParent or Merger Sub and their respective Subsidiaries immediately preceding the purchase of the Top-Up Shares (giving effect to the Offer Closing), (ii) the number of Top-Up Shares, (iii) a place and a time for the closing of such purchase purchase, and (iiiiv) Merger Sub’s agreement to (and Parent’s agreement to cause Merger Sub to) consummate the manner Merger in which Sub intends to pay accordance with the applicable purchase price. The Company shall, DGCL as soon promptly as practicable following receipt issuance of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to At the closing of the purchase of the Top-Up Shares, upon the aggregate purchase price owed by Parent or Merger Sub to the Company for the Top-Up Shares shall be paid to the Company by Merger Sub, at Merger Sub’s requestelection, either (i) entirely in cash, by wire transfer of immediately available funds to an account designated by the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding Company, (ii) by (A) paying in cash by wire transfer of same day funds an amount equal to not less than the aggregate par value of the Top-Up Shares and (B) issuing to the Company a promissory note in form and substance reasonably satisfactory to the Company having a principal amount equal to the aggregate purchase price pursuant to the Top-Up Option less the amount paid in cash pursuant to the preceding clause (A) (the “Promissory Note”), or (iii) by a combination of the methods set forth in the preceding clauses (i) and (ii). The Promissory Note (i) shall bear simple interest at a rate of 5% per annum, (ii) shall mature on the first anniversary of the date of execution of the Promissory Note, (iii) shall be full recourse to Parent and Merger Sub, (iv) may be prepaid, at any time, in whole or in part, without premium or penalty, and (v) shall have no other material terms. The Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares or, if the Company does not then have certificated Shares, the applicable number of Book-Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by federal or state securities Laws. The parties shall cooperate to ensure that any issuance of Top-Up Shares is accomplished consistent with all applicable Laws. (c) Parent and Merger Sub acknowledge that no Top-Up Shares issued upon exercise of the Top-Up Option will be registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and that all such shares will be issued in reliance upon an applicable exemption from registration under the Securities Act for transactions not involving a public offering. Each of immediately prior Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub are, and will be, upon the exercise of the Top-Up Option and (B) after giving effect to the issuance purchase of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) an “accredited investor,” as defined in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance Rule 501 of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered Regulation D under the Securities Act Act. Each of Parent and shall be issued in reliance upon an exemption for transactions not involving a public offering. Merger Sub agrees that the Top-Up Option, Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, Option are being and shall will be acquired by Sub it for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (ed) The obligation parties agree and acknowledge that in any appraisal proceeding to determine the fair value of any Dissenting Shares pursuant to Section 262 of the Company DGCL as contemplated by Section 3.03, to deliver Top-Up Shares upon the exercise of fullest extent permitted by applicable Law, the Surviving Corporation shall not assert that the Top-Up Option is subject to Option, the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery issuance of the Top-Up Shares in respect of such exercise, (ii) due or the payment by Merger Sub to the exercise Company of any consideration for the Top-Up Shares should be taken into account. (e) Without limiting any other provision in this Agreement, in the event of any change in the number of outstanding Shares by reason of any stock dividend, stock split, recapitalization, combination, exchange of shares, merger, consolidation, reorganization or the like or any other change in the corporate or capital structure of the Company that would have the effect of diluting Merger Sub’s rights under the Top-Up Option, the number of Top-Up Option Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of adjusted appropriately so as to restore to Merger Sub its rights hereunder with respect to the Top-Up SharesOption as the same exists as of the date of this Agreement; provided that this Section 1.04(e) shall not be deemed to constitute a waiver of any breach by the Company of Section 6.01. (f) Notwithstanding anything to the contrary in this Agreement, and (iii) Merger Sub has accepted for payment all may assign the right to exercise the Top-Up Option to Parent or to any Affiliate of Parent that becomes the owner of the Shares validly tendered purchased in the Offer and not withdrawnOffer.

Top-Up Option. (a) The Subject to Section 1.4(b) and Section 1.4(c), the Company hereby grants to Sub Merger Sub, an irrevocable option option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “"Top-Up Option”"), exercisable only on the terms and conditions set forth in this Section 1.10, to purchase at a price per share from the Company, up to the number of authorized and unissued Shares equal to the greater number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so that, when added to the number of Shares owned by Merger Sub prior to at the time of the exercise of the Top-Up Option, Sub will own constitutes at least ninety percent (one Share more than 90%) % of the Shares that would be outstanding immediately after the issuance of the Top-Up all Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of issued upon exercise of the Top-Up Option and (iisuch Shares to be issued upon exercise of the Top-Up Option, the "Top-Up Shares"). (b) the The Top-Up Option may not be exercised unlessby Merger Sub in whole but not in part, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Subonly once. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to terminate upon the earlier to occur of (Ai) the Effective Time and (Bii) the termination of this Agreement in accordance with its termsArticle 10. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Shares by the Offer Price, without interest. Such purchase price may be paidpaid by Merger Sub, at Sub’s optionits election, either (iA) entirely in cash, cash or (iiB) by paying in cash an amount equal to not less than the aggregate par value of such Top-Up Shares and by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate such purchase price. Any such promissory note shall bear interest at the rate of 3% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty. (c) If the Minimum Condition has been met and the other Offer Conditions have been satisfied or waived and there shall have not been validly tendered and not validly withdrawn that number of shares of Common Stock which, when added to the shares of Common Stock owned by Parent and its Affiliates, would represent at least ninety percent (90%) of the shares of Common Stock outstanding on the Acceptance Date, Merger Sub shall be deemed to have exercised the Top-Up Option on the Acceptance Date and on such date shall deliver to the Company a notice (the "Top-Up Notice") setting forth (i) the number of Top-Up Shares that Merger Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Merger Sub intends to pay the applicable purchase price and (iii) a combination thereofthe place and time at which the closing of the purchase of such Top-Up Shares by Merger Sub is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Sub that, provided that as promptly as practicable following such exercise of the Top-Up Option, Merger Sub intends to (and Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 92A.180 of Nevada Law as contemplated by Section 8.5. At the closing of the purchase of the Top-Up Shares, Parent and Merger Sub shall use cash cause to be delivered to the Company the consideration required to be delivered in exchange for at least the aggregate par value of Top-Up Shares, and the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company Board has approved pursuant to Section 11.3, and if not so consummated on such consideration for day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 92A.180 of Nevada Law as contemplated by Section 8.5 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Merger Sub acknowledge understand that the Shares that Sub may acquire upon exercise of the Top-Up Option shall Shares will not be registered under the Securities Act and shall will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub represents, warrants and agrees that the Top-Up OptionOption is being, and the Top-Up Shares to be acquired upon exercise of the Top-Up Optionwill be, if any, are being and shall be acquired by Merger Sub for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act). Any certificates evidencing Top-Up Shares shall include any legends required by applicable securities laws. (e) The obligation Any dilutive impact on the value of the Company to deliver Top-Up Shares upon the exercise as a result of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered will not be taken into account in any determination of the Offer and not withdrawnfair value of any dissenting Shares pursuant to Section 92A.320 of Nevada Law as contemplated by Section 3.3.

Top-Up Option. (a) The Company hereby irrevocably grants to Sub Purchaser an irrevocable option (the “Top-Up Option”), exercisable exercisable, on one or more occasions, in Purchaser’s discretion, but only on after the terms acceptance by Purchaser of, and conditions set forth payment for, Shares tendered in this Section 1.10the Offer, to purchase at (for cash or a price per share equal to the greater note payable) that number (but not less than that number) of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so as is equal to the lowest number of Shares that, when added to the number of Shares owned by Sub prior GSK, Parent or Purchaser at the time of such exercise, shall constitute (i) if the Offer was amended to reflect the exercise Revised Minimum Number, forty-nine and nine-tenths percent (49.9%) of the total Shares then outstanding (assuming the issuance of the Top-Up OptionShares) or (ii) in all other circumstances, Sub will own at least one share more than ninety percent (90%) of the total Shares then outstanding immediately after (assuming the issuance of the Top-Up Shares (not including Shares), in each case at a price per Share equal to the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures)Offer Price; provided, however, that (ix) in no event shall the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares Company’s then authorized and unissued at Shares (including as authorized and unissued Shares, for purposes of this Section 1.5, any Shares held in the time of exercise treasury of the Top-Up Option Company), and (iiy) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at if any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no or any judgment, injunction, order or decree of any Governmental Entity shall prohibit prohibit, or require any action, consent, approval, authorization or permit of, action by, or filing with or notification to, any Governmental Entity or the Company’s shareholders in connection with the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due which action, consent, approval, authorization or permit, action, filing or notification has not theretofore been obtained or made, as applicable. Upon Purchaser’s request, the Company shall cause its transfer agent to certify in writing to Purchaser the number of Shares issued and outstanding immediately prior to the exercise of the Top-Up Option. (b) Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws. (c) Parent and Purchaser understand that the Shares that Purchaser may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Purchaser represent and warrant to the Company that Purchaser is, and will be upon exercise of the Top-Up Option, an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act). Purchaser agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise thereof are being and will be acquired for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the Securities Act. (d) In the event that Purchaser wishes to exercise the Top-Up Option, it shall deliver to the Company a notice setting forth (i) the number of Top-Up Shares owned by Parentthat it intends to purchase pursuant to the Top-Up Option, Sub (ii) the manner in which it intends to pay the applicable exercise price and their Affiliates will constitute more than ninety percent (90%iii) the place and time at which the closing of the number purchase of the Top-Up Shares that will be outstanding on a fully-diluted basis immediately after by Purchaser is to take place. At the issuance closing of the purchase of the Top-Up Shares, Purchaser shall cause to be delivered to the Company the consideration required to be delivered in exchange for such Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawnCompany shall cause to be issued to Purchaser a certificate representing such shares.

Top-Up Option. (a) The Company hereby grants to Merger Sub an irrevocable option option, exercisable once upon the terms and subject to the conditions set forth herein, for so long as this Agreement has not been terminated pursuant to ARTICLE VIII (the “Top-Up Option”), exercisable only on to purchase from the terms Company up to the number of authorized and conditions set forth in unissued shares of Company Common Stock (including as authorized and unissued shares, for purposes of this Section 1.101.4, to purchase at a price per share any shares of Company Common Stock held in the treasury of the Company) equal to the greater number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so shares that, when added to the number of Shares shares owned by Merger Sub prior to the exercise of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and Option, constitutes one share more than the number of shares (iithe “Requisite Short-Form Merger Shares”) entitled to cast 90% of all the votes entitled to be cast by the holders of the Company Common Stock on the Merger after the issuance of all shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis or, as may be elected by Parent, on a primary basis as of immediately prior to the issuance of such shares (such shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may not be exercised unlessby Merger Sub, following the Acceptance Time in whole or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once in part at any time following the Acceptance Time Offer Closing and prior to the earlier to occur of (Ai) the Effective Time and (Bii) the termination of this Agreement in accordance with its terms, provided that Merger Sub shall own as of such time less than the Requisite Short-Form Merger Shares. Sub may assign Notwithstanding anything in this Agreement to the contrary, the Top-Up Option and its rights and obligations shall not be exercisable to the extent (x) the number of shares of Company Common Stock issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued shares of Company Common Stock that are not already reserved for issuance or (y) any other provision of applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Sub pursuant to this Section 1.10the Top-Up Option shall be determined by multiplying the number of such shares by the Offer Price, without interest. Such aggregate purchase price may be paid by Merger Sub, at its election, either in its sole discretion, the same form of consideration as the Offer Price or by executing and delivering to the Company a promissory note having a principal amount equal to such purchase price and having full recourse to Parent. (bc) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies comply with all applicable Laws, including compliance with an applicable exemption from registration of the Top-Up Shares under the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”). If In the event Merger Sub wishes to exercise the Top-Up Option, Merger Sub shall give the Company at least three (3) Business Days prior written notice, specifying (i) the number of Shares shares of Company Common Stock owned by Parent and Merger Sub, ; (ii) a place and a time for the closing number of such Top-Up Shares that Merger Sub intends to purchase and pursuant to the Top-Up Option; (iii) the manner in which Merger Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt ; and (iv) the place and time for the closing of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Sharespurchase. Prior to At the closing of the purchase of the Top-Up Shares, upon Sub’s request, Parent and Merger Sub shall cause to be delivered to the Company shall use its reasonable best efforts the consideration required to cause its transfer agent to certify be delivered in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of exchange for the Top-Up Option Shares, and (B) after giving effect the Company shall cause to the issuance of be issued to Merger Sub a certificate representing the Top-Up Shares. (cd) The aggregate purchase price payable for Parent and Merger Sub acknowledge that the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Merger Sub may acquire upon exercise of the Top-Up Option shall will not be registered under the Securities Act Act, and shall will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Merger Sub agrees that the Top-Up Option, Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, Option are being and shall will be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning in violation of the Securities Act). (e) The obligation of . Parent and Merger Sub represent and warrant to the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law Merger Sub is, and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance upon purchase of the Top-Up Shares, and (iii) Sub has accepted for payment all an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act. Any certificates evidencing the Top-Up Shares validly tendered in the Offer and not withdrawnshall include any legends required by applicable securities Laws.

Top-Up Option. (a) The Subject to the requirements of Section 1.4(b), the Company hereby grants to Sub Parent and the Purchaser an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, ) to purchase at a price per share equal to from the greater Company that number (but not less than that number) of (i) the last reported sale price shares of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares Company common stock (the “Top-Up Option Shares”) so equal to the number of shares of Company common stock that, when added to the number of Shares owned by Sub prior to the exercise Parent and Purchaser immediately following consummation of the Top-Up OptionOffer, Sub will own at least ninety percent (shall constitute one share more than 90%) % of the Shares outstanding immediately (after giving effect to the issuance of the Top-Up Option Shares) for consideration per Top-Up Option Share equal to the Offer Price. (b) The Top-Up Option shall be exercisable only one time and only after the purchase of and payment for Shares (not including in pursuant to the Offer by Parent or the Purchaser as a result of which Parent and the Purchaser own beneficially at least 80% of the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the outstanding. The Top-Up Option shall not be exercisable for a if the number of Shares in excess shares of Company common stock subject thereto exceeds the Shares number of authorized shares of Company common stock available for issuance and unissued at not otherwise reserved for issuance by the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to ParentCompany. (bc) The parties shall cooperate to ensure In the event that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub Parent or Purchaser wishes to exercise the Top-Up Option, Sub Parent or the Purchaser shall give the Company written notice, notice specifying (i) the number of Shares shares of Company common stock that are or will be owned by Sub, (ii) Parent and the Purchaser immediately following consummation of the Offer and specifying a place and a time for the closing of the purchase (which shall not be more than three (3) Business Days after delivery of such purchase notice) and certifying that as promptly as practicable following such exercise the Purchaser and Parent intend to (iiiand Purchaser and Parent shall as promptly as practicable after such exercise) consummate the manner Merger in which Sub intends to pay accordance with Section 253 of the applicable purchase priceDGCL as contemplated by Section 1.11. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, Purchaser specifying the number of Top-Up Shares. Prior to At the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire owing upon exercise of the Top-Up Option shall not be registered under that equals the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that product of (i) the number of shares of Company common stock purchased pursuant to the Top-Up Option, and multiplied by (ii) the Top-Up Shares to be acquired upon exercise of the Top-Up OptionOffer Price, if any, are being and shall be acquired paid to the Company, at the election of Parent and Purchaser, in cash (by Sub for the purpose wire transfer or cashier’s check) or by delivery of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act)promissory note having full recourse to Parent. (ed) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no may not be exercised if any provision of any applicable Law and no or any judgment, injunction, order or decree of any Governmental Entity shall prohibit prohibit, or require any action, consent, approval, authorization or permit of, or action by, or filing with or notification to, any Governmental Entity or the Company Stockholders in connection with the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, which action, consent, approval, authorization or permit, action, filing or notification has not theretofore been obtained or made, as applicable. (iie) due Each of Parent and the Purchaser understands that the Shares that Purchaser may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act, and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and the Purchaser represent and warrant to the Company that the Purchaser is, and will be upon exercise of the Top-Up Option, an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares Securities Act). The Purchaser agrees that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, Option and (iii) Sub has accepted the Top-Up Shares to be acquired upon exercise thereof are being and will be acquired for payment all Shares validly tendered in the Offer purpose of investment and not withdrawnwith a view to or for resale in connection with any distribution thereof within the meaning of the Securities Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) The Prior to the scheduled Acceptance Time, Parent and the Company shall confer and mutually determine, in good faith, after consulting with their respective outside legal counsel, whether the Merger remains eligible to be effected pursuant to Section 251(h) of the DGCL. Unless Parent and the Company determine that the Merger is ineligible to be effected pursuant to Section 251(h) of the DGCL (the “251(h) Inapplicable Determination”) the Merger shall be effected in accordance with Section 251(h) of the DGCL. If prior to the Effective Time, Parent and the Company make a 251(h) Inapplicable Determination then, contingent and effective upon the occurrence of the 251(h) Inapplicable Determination and the Acceptance Time, the Company hereby grants to Acquisition Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.101.4, to purchase at a price per share equal to from the greater Company the number of (i) the last reported sale price newly-issued, fully paid and non-assessable shares of a Share on The Nasdaq Company Common Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so equal to the number of shares of Company Common Stock that, when added to the number of Shares shares of Company Common Stock owned by Parent or Acquisition Sub prior to the exercise of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option Option, constitutes at least one share more than 90% of the number of shares of Company Common Stock that are then issued and (ii) outstanding taking into account the issuance of all shares of Company Common Stock to be issued upon exercise of the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent Option. (70%b) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following exercised by Acquisition Sub from and after the Acceptance Time and prior to the earlier to occur of (A1) the Effective Time and (B2) the valid termination of this Agreement in accordance with its termsAgreement. Sub may assign the The Top-Up Option and its rights and obligations pursuant to this Section 1.10may be exercised by Acquisition Sub, in its sole discretion, to Parent. if: (bi) The parties shall cooperate to ensure that the issuance and delivery 251(h) Inapplicable Determination has been made; (ii) all of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under Conditions to the Securities Act. If Sub wishes Offer have been satisfied or (to the extent permitted) waived; (iii) at the time of exercise of the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares shares of Company Common Stock owned by Sub, (ii) a place and a time for Parent or Acquisition Sub immediately following the closing Acceptance Time does not constitute at least one share more than 90% of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing shares of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares Common Stock that are then issued and outstanding outstanding; (Aiv) as of immediately prior to the exercise of the Top-Up Option would result in Parent or Acquisition Sub owning at least one share more than 90% of the number of shares of Company Common Stock that are then issued and (B) after giving effect to outstanding taking into account the issuance of all shares of Company Common Stock to be issued upon exercise of the Top-Up SharesOption; and (v) the exercise of the Top-Up Option in accordance with this Section 1.4 would not violate any applicable Legal Requirements. The Top-Up Option shall not be exercised if the number of shares of the Company Common Stock issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued shares of the Company Common Stock that are not reserved or otherwise committed to be issued. The Top-Up Option shall not be exercised if Acquisition Sub has not accepted for payment all shares of Company Common Stock validly tendered in the Offer and not withdrawn. (c) The aggregate purchase price payable for the shares of Company Common Stock being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such shares by the Offer Price. Acquisition Sub shall pay the Company a portion of the purchase price equal to the aggregate par value of the Top-Up Shares in cash by wire transfer of immediately available funds. The balance of such purchase price may be paidpaid by Acquisition Sub, at Sub’s option, its election: (i1) entirely in cash, by wire transfer of immediately available funds; (ii2) by executing and delivering to the Company a full recourse promissory note having a principal amount equal to the balance of the purchase price, or (3) partly in cash and partly by delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price not paid in cash. Any promissory note: (I) shall be executed by Parent and Acquisition Sub; (II) shall be due and payable on the first anniversary of the date of execution and delivery thereof; (III) shall bear simple interest at the rate of 3% per annum, payable in arrears at the time the promissory note is repaid; (IV) shall be full recourse against Parent and Acquisition Sub; (V) may be prepaid, in whole or in part, at any time without premium or penalty; (VI) shall provide that the unpaid principal amount and accrued interest under the promissory note shall immediately become due and payable in the event that (a) Parent or Acquisition Sub fails to make any payment of interest on the promissory note as provided therein and such failure continues for a period of thirty (30) days or (b) Parent or Acquisition Sub files or has filed against it any petition under any bankruptcy or insolvency Legal Requirements or makes a general assignment for the benefit of creditors and shall have no other material terms; and (VII) shall have no other material terms. (d) Parent, Acquisition Sub and the Company acknowledge and agree that, in any appraisal proceeding related to this Agreement, the fair value of the shares of Company Common Stock subject to the appraisal proceeding shall be determined in accordance with the DGCL without regard to the exercise by Acquisition Sub of the Top-Up Option, any shares of Company Common Stock issued upon exercise of the Top-Up Option or the promissory note. (e) In the event Acquisition Sub wishes to exercise the Top-Up Option, Acquisition Sub shall deliver to the Company a notice (the “Top-Up Notice”) setting forth: (i) the manner in which Acquisition Sub intends to pay the applicable purchase price; and (ii) the place and time at which the closing of the purchase of such shares of Company Common Stock by Acquisition Sub is to take place. The Company shall, or (iii) a combination thereofas soon as practicable following receipt of such notice, provided notify Acquisition Sub of the number of shares of Company Common Stock that Sub are then issued and outstanding and the number of Top-Up Shares as of such time, and, upon Parent’s request, the Company shall use cash for at least commercially reasonable efforts to cause its transfer agent to certify in writing to Acquisition Sub the aggregate par value number of shares of Company Common Stock issued and outstanding as of immediately prior to the exercise of the Top-Up Option and after giving effect to the issuance of the Top-Up Shares. The At the closing of the purchase of such shares of Company Board has approved Common Stock, Acquisition Sub shall cause to be delivered to the Company the consideration required to be delivered in exchange for such consideration for shares, and the Company shall cause to be issued to Acquisition Sub a certificate representing such shares. (f) Parent and Acquisition Sub acknowledge that any Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire issued upon exercise of the Top-Up Option shall not be registered under the Securities Act and that all such Top-Up Shares shall be issued in reliance upon an applicable exemption for transactions not involving a public offeringfrom registration under the Securities Act. Each of Parent and Acquisition Sub hereby represents and warrants to the Company that Parent and Acquisition Sub are, and shall be, upon the purchase of the Top-Up Shares, “accredited investors,” as defined in Rule 501 of Regulation D under the Securities Act. Acquisition Sub agrees that the Top-Up Option, Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, Option are being and shall be acquired by Acquisition Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (eg) The obligation parties hereto agree to use commercially reasonable best efforts to cause the closing of the Company to deliver purchase of the Top-Up Shares upon Shares, including the exercise of payment for such shares, to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 9.9, and if not so consummated on such day, as promptly thereafter as possible. If the Top-Up Option is exercised, the parties hereto further agree to use commercially reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of the DGCL, subject to the conditions that applicable Legal Requirements, as close in time as possible to (i) no provision of any applicable Law and no judgmentincluding, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of extent possible, on the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%same day as) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares. Parent, Acquisition Sub and the Company shall cooperate to ensure that any issuance of the Top-Up Shares is accomplished in a manner consistent with all applicable Legal Requirements. (iiih) Sub has accepted for payment all Shares validly tendered Without the prior written consent of the Company, the right to exercise the Top-Up Option granted pursuant to this Agreement may be exercised only once and shall not be assigned by Parent or Acquisition Sub. Any attempted assignment in the Offer violation of this Section 1.4(h) shall be null and not withdrawnvoid.

Top-Up Option. (a) The Company hereby grants to Parent and Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, ) to purchase at a price per share from the Company the number of Shares (such shares, the “Top-Up Option Shares”) equal to the greater lesser of (i) the last reported sale price number of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so that, when added to the number of Shares owned by Sub prior to the exercise of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized Parent and unissued its Subsidiaries at the time of exercise of the Top-Up Option and (ii) Option, constitutes one share more than 90% of the number of Shares that would be outstanding in each class of Company Common Stock immediately after the issuance of all Shares subject to the Top-Up Option may on a fully diluted basis or (ii) the aggregate number of Shares that the Company is authorized to issue under its articles of incorporation, but that are not issued and outstanding (and are not subscribed for or otherwise committed to be exercised unless, following issued) at the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more time of exercise of the Shares shall be owned by SubTop-Up Option, at a price per share of Company Common Stock equal to the Offer Price. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to terminate upon the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate Top-Up Option may be exercised by Parent or Merger Sub once in whole and not in part on or prior to ensure the fifth Business Day after the later of the Offer Acceptance Time and the expiration of any Subsequent Offering Period pursuant to Section 1.1(f), if applicable, if at such time, Parent, Merger Sub or any Subsidiary of Parent or Merger Sub do not own in the aggregate at least 90% of the total then-outstanding shares of each class of Company Common Stock (determined on a fully diluted basis); provided, however, that the issuance and delivery obligation of the Company to deliver the Top-Up Option Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under is subject to the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying conditions that (i) the number no Order of Shares owned by Subany Governmental Entity shall restrain, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to enjoin or otherwise prohibit the exercise of the Top-Up Option and (B) after giving effect to or the issuance delivery of the Top-Up SharesOption Shares in respect of such exercise; and (ii) Merger Sub has accepted for payment and paid for all Shares validly tendered in the Offer and not withdrawn. (c) The aggregate purchase price payable for the Top-Up Option Shares shall be determined by multiplying the number of Top-Up Option Shares by the Offer Price. Such purchase price may be paidpaid by Parent or Merger Sub, at Sub’s optionits election, either (i) entirely in cash, (ii) by payment in cash of no less than $0.01 per share and payment of the balance by executing and delivering to the Company a promissory note (with full recourse to Parent) having a principal amount equal to the balance of difference between the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least price and the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up SharesOption Shares or (iii) any combination thereof. Any such promissory note shall include bear interest at the following terms: (1) applicable federal rate as determined for U.S. income tax purposes, shall mature on the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount first anniversary of the date of execution and delivery of such promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, time without penalty premium or prior noticepenalty. (d) If they elect to exercise the Top-Up Option, Parent or Merger Sub shall deliver to the Company a written notice setting forth (i) the number of Shares that will be owned by Parent and Merger Sub immediately preceding the purchase of the Top-Up Option Shares together with the number of Top-Up Option Shares, (ii) the manner in which Parent or Merger Sub intends to pay the applicable exercise price and (iii) the place and time at which the closing of the purchase of the Top-Up Option Shares is to take place, which shall take place not later than five (5) Business Days following the Offer Acceptance Time or the expiration of any Subsequent Offering Period pursuant to Section 1.1(f). The Company shall, as soon as practicable following receipt of such notice (and in no event later than the Top-Up Option closing date), notify Parent and Merger Sub in writing of the number of Shares then outstanding and the number of Top-Up Option Shares. At the closing of the purchase of the Top-Up Option Shares, Parent or Merger Sub shall cause to be delivered to the Company the consideration required to be delivered in exchange for the issuance of the Top-Up Option Shares, and the Company shall cause to be issued and delivered to Parent or Merger Sub (as the case may be) a certificate or certificates representing the Top-Up Option Shares or, at Parent’s or Merger Sub’s request or otherwise if the Company does not then have certificated Shares, the applicable number of non-certificated Shares represented by book-entry (“Book-Entry Shares”). Such certificates or Book-Entry Shares may include any legends required by applicable Laws. Without the prior written consent of the Company, the right to exercise the Top-Up Option granted pursuant to this Agreement shall not be assigned by Parent or Merger Sub except in connection with an assignment in compliance with Section 9.10. Any attempted assignment in violation of this Section 1.4(d) shall be null and void. (e) Parent and Merger Sub acknowledge that the Top-Up Option Shares that Merger Sub may acquire upon exercise of the Top-Up Option shall will not be registered under the Securities Act and shall will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Merger Sub represent and warrant to the Company that Merger Sub is, and will be upon the purchase of the Top-Up Option Shares, an “Accredited Investor,” as defined in Rule 501 of Regulation D under the Securities Act. Merger Sub agrees that the Top-Up Option, Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall will be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning in violation of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn.

Top-Up Option. (a) The Company hereby irrevocably grants to Sub Purchaser an irrevocable option (the “Top-Up Option”), exercisable only on after Purchaser’s acceptance for payment of Shares validly tendered and not withdrawn as of the expiration date of the Offer and payment for such Shares in accordance with the terms of the Offer by depositing the aggregate purchase price therefor with the Depositary (the “Depositary”) for the Offer (the date and conditions set forth in this Section 1.10time of such deposit with the Depositary being referred to as the “Purchase Time”), and prior to the Effective Time, to purchase at a price per share equal to from the greater Company that number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so equal to the number of Shares that, when added to the number of Shares owned directly or indirectly by Sub prior to Parent or Purchaser immediately following the exercise consummation of the Top-Up OptionOffer, Sub will own at least ninety percent (shall constitute one share more than 90%) % of the total Shares then outstanding immediately (after giving effect to the issuance of the Top-Up Shares (not including in Shares) at a price per Share equal to the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures)Offer Price; provided, however, that (i) the Top-Up Option shall not be exercisable only once, at such time as Parent and Purchaser, directly or indirectly, own at least 80% of the total number of Shares then outstanding and (ii) in no event shall the Top-Up Option be exercisable to the extent it would be exercisable for a number of Shares in excess of the Shares Company’s then authorized and unissued at shares of Common Stock (including as authorized and unissued shares of Common Stock, for purposes of this Section 1.5, any Shares held in the time of exercise treasury of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to ParentCompany). (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub Purchaser wishes to exercise the Top-Up Option, Sub Parent or Purchaser shall give deliver to the Company written notice, specifying a notice setting forth (i) the number of Top-Up Shares owned by Subthat Purchaser wishes to purchase pursuant to the Top-Up Option, and (ii) a the place and a time for at which the closing of such the purchase and (iii) of the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up SharesShares is to take place. Prior to At the closing of the purchase of the Top-Up Shares, upon Sub’s request, Purchaser shall pay the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior which payment, except to the exercise extent of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration , may be in the form of a note) for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount Up-Shares against delivery of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior noticecertificates therefor. (dc) Parent and Sub acknowledge Purchaser understand that the Shares that Sub Purchaser may acquire upon exercise of the Top-Up Option shall will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and shall will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Sub Parent and Purchaser represent and warrant to the Company that Purchaser is, and will be upon exercise of the Top-Up Option, an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act). Purchaser agrees that the Top-Up Option, Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, thereof are being and shall will be acquired by Sub for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver . Any certificates evidencing Top-Up Shares upon the exercise may include any legends required by applicable securities laws. Table of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn.Contents

Top-Up Option. (a) The Subject to Section 2.4(b), Section 2.4(c) and Section 2.4(d) and the satisfaction of the condition that Parent and Merger Subsidiary collectively own at least 70% of the Shares outstanding on a fully diluted basis, calculated in accordance with Section 3.5(b), the Company hereby grants to Sub Merger Subsidiary an irrevocable option option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, to purchase at a price per share from the Company up to the number of authorized and unissued Shares equal to the greater number of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so that, when added to the number of Shares beneficially owned by Sub prior to the exercise of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued Parent and/or Merger Subsidiary at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) constitutes one Share more than the number of Shares owned (the “Requisite Short-Form Merger Shares”) entitled to cast 90% of all the votes entitled to be cast by Sub, (ii) each group or class of shares entitled to vote as a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based group or class on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) this Agreement after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up all Shares to be acquired issued upon exercise of the Top-Up Option, if anycalculated on a fully-diluted basis in accordance with Section 3.5(b) or, are being and shall as may be acquired elected by Sub for Parent, on a primary basis at the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof Effective Time (within the meaning such Shares to be issued upon exercise of the Securities ActTop-Up Option, the “Top-Up Shares”). (eb) The obligation of the Company to deliver Top-Up Option may be exercised by Merger Subsidiary, in whole but not in part, only once, at any time following the Acceptance Time, or if any Subsequent Offering Period is provided, following the Expiration Date of the Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than the Requisite Short-Form Merger Shares; provided, that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable to the extent (A) the number of Shares issuable upon the exercise of the Top-Up Option is subject to would exceed the conditions that number of authorized but unissued Shares or (iB) no any provision of any applicable Applicable Law and no or judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares. The aggregate purchase price payable for the Top-Up Shares in respect being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such exerciseShares by the Offer Price, without interest. Such purchase price may be paid by Merger Subsidiary, at its election, either (iiA) due entirely in cash or (B) in cash in an amount equal to the aggregate par value of the purchased Top-Up Shares and by executing and delivering to the Company a full recourse promissory note having a principal amount equal to the remainder of such purchase price. Any such promissory note shall bear interest at a rate per annum equal to the prime rate (as published in The Wall Street Journal) and may be prepaid without premium or penalty. (c) In the event Merger Subsidiary wishes to exercise of the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares owned by Parentthat Merger Subsidiary intends to purchase pursuant to the Top-Up Option, Sub (ii) the manner in which Merger Subsidiary intends to pay the applicable purchase price and their Affiliates will constitute more than ninety percent (90%iii) the place and time at which the closing of the number purchase of such Top-Up Shares by Merger Subsidiary is to take place. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that will the Top-Up Notice is deemed received by the Company pursuant to Section 12.1, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be outstanding consummated in accordance with Section 92A-180 of Nevada Law and as contemplated by Section 9.6 as close in time as possible to (including, to the extent possible, on a fully-diluted basis immediately after the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents and warrants that Merger Subsidiary is, and (iii) Sub has accepted will be upon the purchase of such Top-Up Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the 1933 Act, and represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares will be, acquired by Merger Subsidiary for payment all Shares validly tendered in the Offer purpose of investment and not withdrawnwith a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Act. Any certificates evidencing Top-Up Shares shall include any legends required by applicable securities laws. (e) After the Acceptance Time, Parent and the Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary or desirable to procure from NASDAQ or any other Governmental Authority any necessary waiver or other exemption from the requirements of the Rule 5000 Series of the Rules of NASDAQ or other Applicable Law in order to enable the issuance of the Top-Up Shares to occur without the need to obtain the approval of the Company’s stockholders.

Top-Up Option. (ai) The Subject to Section 1.4(a)(ii) and Section 1.4(a)(iii) hereof, the Company hereby grants to Sub Parent and Purchaser an assignable and irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, ) to purchase at a price per share equal to from the greater Company the number of (i) the last reported sale price newly-issued shares of a Share on The Nasdaq Common Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Option Shares”) so equal to the lesser of (i) the number of shares of Common Stock that, when added to the number of Shares shares of Common Stock owned by Sub prior to the exercise of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued Parent or Purchaser at the time of exercise of the Top-Up Option and Option, constitutes one (ii1) Share more than 90% of the Shares of Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%Shares) or more (ii) the aggregate number of shares of Common Stock that the Company is authorized to issue under its Certificate of Incorporation but that are not issued and outstanding (and are not subscribed for or otherwise committed to be issued) at the time of exercise of the Shares shall be owned by SubTop-Up Option. The Top-Up Option shall be exercisable once only once, at such time as Purchaser owns at least eighty percent (80%) of the shares of Common Stock then outstanding and provide notice of exercise of the Top-Up Option prior to the tenth (10) Business Day after the later of the expiration date of the Offer or the expiration date of any subsequent offering period. (ii) Subject to the last sentence of Section 1.4(a)(i), the Top-Up Option may be exercised by Parent or Purchaser, in whole or in part, at any time following at or after the Acceptance Time and prior to the earlier to occur of (Ai) the Effective Time and (Bii) the termination of this Agreement in accordance with its terms. Sub may assign pursuant to Article VIII; provided, however, that the Top-Up Option shall not be exercisable unless, immediately after such exercise and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance of shares of Common Stock pursuant thereto, Parent and delivery Purchaser will collectively hold at least 90 percent (90%) of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and Common Stock then outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to assuming the issuance of the Top-Up Option Shares. (c) ). The aggregate purchase price payable for the shares of Common Stock being purchased by Parent or Purchaser pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price. Such purchase price may be paidpaid by Parent or Purchaser, at Sub’s optionits election, (i) either entirely in cash, (ii) cash or by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include bear interest at the following terms: (1) rate of 3% per annum, shall mature not later than the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount fifth anniversary of the date of execution and delivery of such promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole without premium or in part at any time, without penalty or prior noticepenalty. (diii) In the event Parent and Sub acknowledge that the Shares that Sub may acquire upon or Purchaser wishes to exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and Parent or Purchaser shall deliver to the Top-Up Shares Company at least one (1) Business Day’s prior written notice setting forth (i) the number of shares of Company Common Stock that Parent or Purchaser intends to be acquired upon exercise of purchase pursuant to the Top-Up Option, if any, are being (ii) the manner in which Parent or Purchaser intends to pay the applicable exercise price and shall be acquired by Sub for (iii) the purpose of investment place and not with a view to, or for resale in connection with, any distribution thereof (within time at which the meaning closing of the Securities Act). purchase of such Shares by Parent or Purchaser is to take place. At the closing of the purchase of such Shares of Common Stock, Parent or Purchaser shall cause to be delivered to the Company the consideration required to be delivered in exchange for such Shares, and the Company shall cause to be issued to Parent or Purchaser (eas the case may be) a certificate representing such Shares. The obligation of the Company to deliver Top-Up issue Shares upon in connection with the exercise of the Top-Up Option is subject to the conditions that (ix) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (iiy) due the issuance of Shares pursuant to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) Option would not require approval of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up SharesCompany’s stockholders under applicable Law or regulation (including, without limitation, NASDAQ National Market rules and regulations, including Section 4350) and (iiiz) Sub Parent or Purchaser has accepted for payment and paid for all Shares validly tendered in the Offer and not withdrawn. The parties shall cooperate to ensure that the issuance of the Shares upon exercise of the Top-Up Option is accomplished in a manner consistent with all applicable legal requirements of any Governmental Entity, including compliance with an applicable exemption from registration of the Shares under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”).

Top-Up Option. (a) The Subject to this Section 2.3, the Company hereby grants to Sub Purchaser an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, ) to purchase at a price per share of Company Common Stock equal to the greater of Per Share Amount (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the “Top-Up Option is exercised or Share Price”), a number (iibut not less than that number) the Closing Amount, of newly issued Shares (the “Top-Up Option Shares”) so that, when added to the number of Shares beneficially owned by Sub prior to Parent at the time of exercise of the Top-Up Option, Sub will own at least ninety percent (constitutes 90%) % of the number of Shares that will be outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); Option Shares, provided, however, that (i) the Top-Up Option shall not be exercisable for a in no event will such number of Shares in excess exceed the number of the Shares authorized and unissued at the time of exercise Shares not otherwise reserved for issuance for outstanding Company Stock Options or Company Restricted Share Units or other obligations of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by SubCompany. The Top-Up Option shall may be exercisable once exercised, in whole but not in part, at any one time following on or after the Acceptance Time Date and prior to the earlier earliest to occur of (Ai) the Effective Time and Time, (Bii) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase priceArticle VIII, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value occurrence of the Top-Up Shares. The Company Board has approved such consideration for fifth Business Day following the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuanceExpiration Date; provided, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any timehowever, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions that (iA) no provision of any applicable Law law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of any Governmental Authority prohibits such exercise, (iiB) due to at the time of exercise, Purchaser owns more than 50% of the Fully Diluted Shares but less than 90% of the Shares then-outstanding, (C) upon exercise of the Top-Up Option, the number of Shares owned owned, directly or indirectly, by Parent, Sub and their Affiliates will constitute more than ninety percent (Parent or Purchaser constitutes 90%) % of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Option Shares, (D) the number of Top-Up Option Shares issued pursuant to the Top-Up Option may in no event exceed the number of authorized and unissued Shares not otherwise reserved for issuance for outstanding Company Stock Options or other obligations of the Company, and (iiiE) Sub Purchaser has accepted for payment and paid for all Shares validly tendered in the Offer and not validly withdrawn. (b) Upon the exercise of the Top-Up Option in accordance with Section 2.3(a), Purchaser will notify the Company and set forth in such notice (i) the number of shares of Company Capital Stock expected to be owned, beneficially and of record, by Parent or Purchaser immediately preceding the purchase of the Top-Up Option Shares, (ii) a place and time for the closing of the purchase of the Top-Up Option Shares, and (iii) Purchaser’s agreement to (and Parent’s agreement to cause Purchaser to) consummate the Merger in accordance with the DGCL as contemplated by this Agreement as promptly as practicable following issuance of the Top-Up Option Shares. The Company will, as soon as practicable following receipt of such notice, notify Purchaser of the number of Shares then outstanding and the number of Top-Up Option Shares. At the closing of the purchase of the Top-Up Option Shares, Purchaser will pay the Company the aggregate purchase price required to be paid for the Top-Up Option Shares pursuant to this Section 2.3, and the Company will cause to be issued to Purchaser a Certificate representing the Top-Up Option Shares, which may include any legends required by applicable securities laws. At its election, Purchaser may pay the aggregate purchase price payable for the Top-Up Option Shares either (A) in cash by wire transfer of immediately available funds to an account designated by the Company or (B) by executing and delivering to the Company a promissory note in form mutually acceptable by Parent and the Company having a principal amount equal to the balance of the aggregate purchase price for the Top-Up Option Shares and an interest rate equal to the per annum interest rate payable with respect to the revolver under the Company’s Credit Agreement with Bank of America dated February 21, 2007 (as in effect on the date hereof), which promissory note will be payable in full with accrued interest immediately at the Effective Time. Each of the Parties will use its commercially reasonable efforts to ensure that any issuance of Top-Up Option Shares is accomplished consistent with all applicable laws. The Parties acknowledge and agree that, in any appraisal proceeding related to this Agreement, the fair value of the shares of Company Capital Stock subject to the appraisal proceeding will be determined in accordance with the DGCL without regard to the exercise by Purchaser of the Top-Up Option, any shares of Company Common Stock issued upon exercise of the Top-Up Option or the promissory note referred to in this Section 2.3(b). (c) Parent and Purchaser understand that the Shares that Purchaser may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act, and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Purchaser represent and warrant to the Company that Purchaser is, and will be upon any exercise of the Top-Up Option, an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act). Purchaser agrees that any Top-Up Option Shares to be acquired upon exercise of the Top-Up Option will be acquired for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the Securities Act. (d) In the event of any change in the number of shares of outstanding Company Common Stock by reason of any stock dividend, stock split, recapitalization, combination, exchange of shares, merger, consolidation, reorganization or the like or any other change in the corporate or capital structure of the Company that would have the effect of diluting Purchaser’s rights under the Top-Up Option, the number of Top-Up Option Shares and the Top-Up Share Price will be adjusted appropriately so as to restore to Purchaser its rights hereunder with respect to the Top-Up Option as the same exists as of the date of this Agreement.