Common use of Top-Up Option Clause in Contracts

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub an option (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.4, to purchase that number of authorized and unissued Company Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially owned by Parent and/or Acquisition Sub at the time of such exercise, shall constitute 100 Company Shares more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) 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 number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition 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 Acquisition Sub a certificate representing such 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub Parent and Purchaser an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.4, ) to purchase up to that number of authorized and unissued Company newly issued Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially owned by Parent and/or Acquisition Sub at and Purchaser immediately following consummation of the time of such exerciseOffer, shall constitute 100 Company Shares one Share more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days then outstanding on a Fully Diluted Basis (after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming giving effect to the issuance of the Top-Up Option Shares) at a price for consideration per share Top-Up Option Share equal to the Per Share Amount. (b) The Top-Up Option shall be exercisable only after the purchase of and payment for Shares pursuant to the Offer Price; provided, however, that by Parent or Purchaser as a result of which Parent and Purchaser own beneficially at least a majority of the outstanding Shares. The Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by subject thereto exceeds the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (A) entirely in cash or (B) in cash in an amount equal to the aggregate par value number of the purchased Top-Up Option authorized Shares and by executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltyavailable for issuance. (c) In the event Acquisition Sub wishes that Parent or Purchaser wish to exercise the Top-Up Option, Acquisition Sub Purchaser shall deliver to give the Company one day’s prior written notice specifying the number of Shares that are or will be owned by Parent and Purchaser immediately following consummation of the Offer and specifying a place and a time for the closing of the purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice (the “Top-Up Notice”) setting forth (i) to Purchaser specifying the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take placeShares. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Sub shall cause to be delivered to the Company portion of the consideration required to be delivered in exchange for purchase price owing upon exercise of the Top-Up Option that equals the product of (i) the number of Shares being purchased pursuant to the Top-Up Option, and multiplied by (ii) the Company Per Share Amount, shall cause to be issued to Acquisition Sub a certificate representing such 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(c) as close in time as possible to (including, paid to the extent possibleCompany, on at the same day aselection of Parent and Purchaser, in cash (by wire transfer or cashier’s check) the issuance or by delivery of the Top-Up Option Sharesa promissory note having full recourse to Parent. (d) Parent and Acquisition Sub understand Purchaser acknowledge that the Company Top-Up Option Shares which Acquisition Sub that Purchaser may acquire upon exercise of pursuant to 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 Acquisition Sub Purchaser represent and warrant to the Company that Acquisition Sub Purchaser is, or will be upon the purchase of the Top-Up Option Options Shares, an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act. Acquisition Sub Purchaser agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Acquisition 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 Option Shares shall include any legends required by applicable securities Laws).

Top-Up Option. (a) The Subject to Section 2.6(b) and Section 2.6(c), the Company hereby irrevocably grants to Acquisition Sub the Purchaser an option (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.4, ) to purchase that from the Company the number of authorized and unissued shares of Company Shares Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Shares Common Stock that, when added to the number of shares of Company Shares beneficially Common Stock owned by Parent and/or Acquisition Sub at the time Parent, the Purchaser and their respective Affiliates as of such exerciseimmediately prior to the exercise of the Top-Up Option, shall constitute 100 Company Shares constitutes one share more than 90% of the Company Shares outstanding, assuming the issuance number of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance shares of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares Common Stock then outstanding (assuming the issuance of the Top-Up Option Shares); and provided furtherprovided, however, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares shares in excess of the Company’s then authorized and unissued aggregate of the number of shares of Company Common Stock held as treasury shares by the Company or by its Subsidiaries and the number of shares of Company Common Stock that the Company is authorized to issue under its certificate of incorporation but that are not issued and outstanding (and are not otherwise reserved for issuance to satisfy outstanding rights to acquire shares of Company Common Stock) as of immediately prior to the exercise of the Top-Up Option. (b) The Top-Up Option may be exercised by the Purchaser, in whole but not in part, at any time at or after the Acceptance Time and the expiration of any subsequent offering period and on or prior to the fifth Business Day after the later of (i) the expiration date of the Offer or (Bii) if the expiration of any applicable Law or any applicable Order shall prohibit subsequent offering period; 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, unless waived by the Company, that (A) no provision of any applicable Law, and no temporary restraining order, preliminary or the delivery permanent injunction or other judgment or order issued by a court of the Top-Up Option Shares. (b) Provided that no applicable Law competent jurisdiction or Order other Governmental Entity of competent jurisdiction, shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereofof such exercise, Acquisition Sub may (B) the issuance of Top-Up Option Shares pursuant to the Top-Up Option would not require approval of the Company’s stockholders under applicable Law, (C) upon exercise of the Top-Up Option, in whole but not in partthe number of shares of Company Common Stock owned by the Parent, at any the Purchaser and their respective Affiliates constitutes one time share more than 90% of the number of shares of Company Common Stock that will be outstanding immediately after the Appointment Time and prior to issuance of the earlier to occur of Top-Up Option Shares, (iD) the Effective Time Purchaser has accepted for payment and paid for all shares of Company Common Stock validly tendered in the Offer and not withdrawn and (iiE) the Minimum Condition shall have been satisfied; and, provided, further, that the Top-Up Option shall terminate concurrently with the termination of this Agreement Agreement. The Purchaser shall exercise the Top-Up Option if doing so would be lawful and would allow it to consummate the Merger pursuant to Section 253 of the DGCL. The parties hereto shall cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished in accordance a manner consistent with its termsall applicable Laws, including compliance with an applicable exemption from registration of the Top-Up Option Shares under the Securities Act. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may shall be paid by Acquisition Sub, at its election, either the Purchaser (Ax) entirely in cash or (By) by delivering Parent’s promissory note in cash in an the principal amount equal to the aggregate par value of the purchased Top-Up Option Shares and by executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub having a principal amount equal to the remainder balance of such purchase price. Any such , which promissory note shall bear interest at a rate per annum equal be on terms reasonably satisfactory to the prime lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltyCompany. (c) In the event Acquisition Sub that the Purchaser wishes to exercise the Top-Up Option, Acquisition Sub it shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such the Top-Up Option Shares by Acquisition Sub the Purchaser is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Sub the Purchaser shall cause to be delivered to the Company the consideration required to be delivered in exchange for the such Top-Up Option Shares being purchased pursuant to the Top-Up OptionShares, and the Company shall cause to be issued to Acquisition Sub a certificate representing such 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 be issued to the same day that Purchaser via book-entry delivery. The Purchaser shall consummate the Top-Up Notice is deemed received by the Company Merger 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 promptly (and as contemplated by Section 8.3(cin any event within one Business Day) as close in time as possible to (including, to following the extent possible, on closing of the same day as) the issuance purchase of the Top-Up Option Shares. (d) The Parent and Acquisition Sub understand the Purchaser acknowledge that the Company Top-Up Option Shares which Acquisition Sub that the Purchaser may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act of 1933 (the “Securities Act”), and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. The Parent and Acquisition Sub the Purchaser represent and warrant to the Company that Acquisition Sub 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 promulgated under the Securities Act. Acquisition Sub The Purchaser agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Acquisition Sub the Purchaser for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof within the meaning in violation of the Securities Act. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub Parent and Purchaser an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.4, ) to purchase from the Company up to that number of authorized and unissued newly issued shares of Company Shares common stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Shares common stock that, when added to the number of Company Shares beneficially owned by Parent and/or Acquisition Sub at and Purchaser immediately following consummation of the time of such exerciseOffer, shall constitute 100 Company Shares one share more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days outstanding on a fully diluted basis (after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming giving effect to the issuance of the Top-Up Option Shares) at a price for consideration per share Top-Up Option Share equal to the Offer Price; provided, however, that . (b) The Top-Up Option shall be exercisable only after the purchase of and payment for Shares pursuant to the Offer by Parent or Purchaser as a result of which Parent and Purchaser own beneficially at least 85% of the Shares. The Top-Up Option shall not be exercisable unless immediately after such exercise and if the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying common stock subject thereto exceeds the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (A) entirely in cash or (B) in cash in an amount equal to the aggregate par value authorized shares of the purchased Top-Up Option Shares and by executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltycommon stock available for issuance. (c) In the event Acquisition Sub wishes that Parent or Purchaser wish to exercise the Top-Up Option, Acquisition Sub Parent and Purchaser shall deliver to give the Company one day’s prior written notice specifying the number of shares of Company common stock that are or will be owned by Parent and Purchaser immediately following consummation of the Offer and specifying a place and a time for the closing of the purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice (the “Top-Up Notice”) setting forth (i) to Purchaser specifying the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take placeShares. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Sub shall cause to be delivered to the Company portion of the consideration required to be delivered in exchange for purchase price owing upon exercise of the Top-Up Option Shares being that equals the product of (i) the number of shares of Company common stock purchased pursuant to the Top-Up Option, and multiplied by (ii) the Company Offer Price, shall cause to be issued to Acquisition Sub a certificate representing such 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(c) as close in time as possible to (including, paid to the extent possibleCompany, on at the same day as) the issuance election of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition Sub may acquire upon exercise Purchaser, in cash (by wire transfer or cashiers’ check) or by delivery 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 Acquisition Sub represent and warrant promissory note having full recourse to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities LawsParent.

Top-Up Option. (a) The Company hereby irrevocably grants to Parent and Acquisition Sub an irrevocable option (the “"Top-Up Option”)") to purchase, exercisable only upon the terms and conditions set forth in this Section 2.4, to purchase that number of authorized and unissued Company Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially owned by Parent and/or Acquisition Sub at the time of such exercise, shall constitute 100 Company Shares more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price; provided, howevera number of shares of Company Common Stock (the "Top-Up Option Shares") that, that when added to the number of shares of Company Common Stock owned by Parent or any wholly-owned Subsidiary of Parent at the time of exercise of the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance Option, constitutes one share of Company Shares pursuant thereto, Acquisition Sub would own Common Stock more than 90% of the number of shares of Company Shares then Common Stock that will be outstanding (assuming immediately after the issuance of the Top-Up Option Shares); and provided further, that in no event shall the . The Top-Up Option may be exercisable exercised by Parent or Acquisition Sub, in whole but not in part, at any time on or after the Acceptance Date and on or prior to the tenth business day after the later of (Ai) for a number the Acceptance Date or (ii) the expiration of Company Shares in excess any subsequent offering period; PROVIDED, HOWEVER, that the obligation of the Company’s then authorized and unissued shares of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit to deliver Top-Up Option Shares upon the exercise of the Top-Up Option or is subject to the delivery of the Top-Up Option Shares. (b) Provided condition that no provision of any applicable Law law and no judgment, injunction, order or Order decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its termssuch exercise. The aggregate purchase price payable for parties shall cooperate to ensure that the issuance of the Top-Up Option Shares being purchased by Acquisition Sub pursuant to is accomplished consistent with all applicable Legal Requirements, including compliance with an applicable exemption from registration of the Top-Up Option shall be determined by multiplying Shares under the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltySecurities Act. (cb) In the event Parent or Acquisition Sub wishes to exercise the Top-Up Option, Acquisition Sub Parent shall deliver to so notify the Company a and shall set forth in such notice (i) the “number of shares of Company Common Stock that are expected to be owned by Parent or any wholly-owned Subsidiary of Parent immediately preceding the purchase of the Top-Up Notice”Option Shares and (ii) setting forth (i) a place and time for the closing of the purchase of the Top-Up Option Shares. The Company shall, as soon as practicable following receipt of such notice, notify Parent of the number of shares of Company Common Stock then outstanding and the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take placeShares. At the closing of the purchase of the Top-Up Option Shares, Parent and or Acquisition Sub Sub, as the case may be, shall cause to be delivered to pay the Company the consideration aggregate price 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 Acquisition Sub a certificate representing such 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws.be

Top-Up Option. (a) The Company Subject to Section 1.4(b) and Section 1.4(c), Seller hereby irrevocably grants to Acquisition Sub Purchaser an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.4, ) to purchase that from Seller, at a price per share equal to the Offer Price, the number of authorized and unissued Company Shares shares of Seller Common Stock (the “Top-Up Option Shares”) equal to the lowest number of Company Shares shares of Seller Common Stock that, when added to the number of Company Shares beneficially shares of Seller Common Stock owned by Parent and/or Acquisition Sub at Purchaser as of immediately prior to the time exercise of such exercisethe Top-Up Option, shall constitute 100 Company Shares constitutes one share more than 90% of the Company Shares outstanding, assuming the issuance number of all Company Shares that are issuable within ten Business Days after the scheduled closing shares of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares Seller Common Stock then outstanding on a fully diluted basis (determined in accordance with Annex I) (assuming the issuance of the Top-Up Option Shares); and provided furtherprovided, however, that in no event shall the Top-Up Option may not be exercisable (A) for a exercised unless the aggregate number of Company Top-Up Option Shares in excess does not exceed the aggregate number of the Company’s then authorized and unissued shares of Company Seller Common Stock or (B) if any applicable Law or any applicable Order shall prohibit at the time of exercise of the Top-Up Option or which are not then outstanding (giving effect to the delivery shares of the Seller Common Stock issued pursuant to all then-outstanding stock options, restricted stock units and any other rights to acquire Seller Common Stock as if such shares were outstanding). The Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, be exercisable once at any one time after following the Appointment Time Acceptance Date and prior to the earlier to occur of (ia) the Effective Time and (iib) the termination of this Agreement in accordance with its terms. . (b) The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition SubPurchaser, at its election, either (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 executing and delivering to the Company Seller a full recourse unsecured promissory note issued by the Acquisition Sub having a principal amount equal to the remainder such payment, or by any combination of cash and such purchase pricepromissory note. Any such promissory note shall bear interest at a the applicable federal rate per annum equal to the prime lending rate prevailing during the period in which any portion determined under Section 1274(d) of the principal amount Code, shall mature on the first anniversary of the date of execution and delivery of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) In the event Acquisition Sub that Purchaser wishes to exercise the Top-Up Option, Acquisition Sub it shall deliver to the Company Seller a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to shares of Seller Common Stock owned by Parent and Purchaser at the Top-Up Optiontime of such notice, (ii) the manner in which Acquisition Sub it intends to pay the applicable purchase price corresponding Top-Up Option Purchase Price and (iii) the place and time at which the closing of the purchase of such the Top-Up Option Shares by Acquisition Sub Purchaser is to take place. Seller shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser specifying, based on the information provided by Purchaser in its notice, the number of Top-Up Option Shares. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Sub Purchaser shall cause to be delivered to the Company Seller the consideration required to be delivered in exchange for the such Top-Up Option Shares being purchased pursuant to the Top-Up OptionShares, and the Company Seller shall cause to be issued to Acquisition Sub Purchaser a certificate representing such Topshares or, if Seller does not then have certificated shares of Seller Common Stock, the applicable number of book-Up Option Shares. The parties hereto agree to use their reasonable best efforts to cause the closing entry shares 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option SharesSeller Common Stock. (d) Parent and Acquisition Sub understand Purchaser acknowledge that the Company Top-Up Option Shares which Acquisition Sub 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 Acquisition Sub Purchaser represent and warrant to the Company Seller that Acquisition Sub Purchaser is, or will be upon the purchase of the Top-Up Option Shares, an “accredited investor,” Accredited Investor”, as defined in Rule 501 of Regulation D promulgated under the Securities Act. Acquisition Sub Purchaser agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Acquisition 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 in violation of the Securities Act. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub Purchaser an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and subject to the conditions set forth in this Section 2.4herein, to purchase that at a price per share equal to the Common Offer Price an aggregate number of authorized and unissued Company Common Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Common Shares that, when added to the number of Company Common Shares beneficially owned by Parent and/or Acquisition Sub Parent, the Purchaser or their Affiliates at the time of such exercise, shall constitute 100 Company Shares one share more than ninety percent (90% %) of the Company total Common Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all then outstanding options, warrants, convertible or exchangeable securities on a Fully Diluted Basis (and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price); provided, however, that the Top-Up Option shall not be exercisable unless unless, immediately after such exercise and the issuance of Company Common Shares pursuant thereto, Acquisition Sub the Short Form Threshold would own more than 90% of the Company Shares then outstanding be reached (assuming the issuance of the Top-Up Option Shares); and provided provided, further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Common Shares in excess of the Company’s then total authorized and unissued shares Common Shares. Upon Parent’s request, the Company shall cause its transfer agent to certify in writing to Parent the number of Common Shares 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 Option Shares. (b) Purchaser shall pay the Company Common Stock the aggregate price required to be paid for the Top-Up Option Shares by delivery of either (i) cash for the full purchase price of the Top-Up Option Shares or (Bii) if any (x) cash in an amount equal to not less than the aggregate par value of the Top-Up Option Shares and (y) a promissory note (the “Promissory Note”) with a principal amount equal to the full purchase price of the Top-Up Option Shares less the amount of cash paid pursuant to immediately preceding clause (x), bearing simple interest at 6% per annum, and due 60 Business Days after the purchase of the Top-Up Option Shares. (c) Provided that no applicable Law or any applicable Order regulation shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery issuance of the Top-Up Option Shares in respect thereofpursuant thereto, Acquisition Sub or otherwise make such exercise or issuance illegal, the Purchaser may exercise the Top-Up OptionOption on one or more occasions, in whole but not or in part, at any one time after the Appointment Acceptance Time and prior to the earlier to occur of (i) the Effective Time and (ii) the valid termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltyAgreement. (cd) In Each time that the event Acquisition Sub Purchaser wishes to exercise the Top-Up Option, Acquisition Sub the Purchaser shall deliver send to the Company a written notice (a “Top-Up Exercise Notice”) specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares that the Purchaser wishes to receive, and the place, time and date for the closing of the purchase and sale pursuant to the Top-Up Option (the “Top-Up Closing”). The Company shall, promptly after receipt of the Top-Up Exercise Notice”) setting forth (i) , deliver a written notice to the Purchaser confirming the number of Top-Up Option Shares that Acquisition Sub intends to and the aggregate purchase pursuant to price therefor (the “Top-Up Notice Receipt”). At the Top-Up OptionClosing, (ii) the manner in which Acquisition Sub intends to Purchaser shall pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Sub shall cause to be delivered to the Company the consideration aggregate price required to be delivered in exchange paid for the Top-Up Option Shares being purchased pursuant to the Top-Up Option, in accordance with Section 1.8(b) and the Company shall cause to be issued and delivered to Acquisition Sub the Purchaser a certificate or certificates representing such 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise or, at the Purchaser’s request or otherwise if the Company does not then have certificated Common Shares, the applicable number of the TopBook-Up Option are being and will be acquired by Acquisition Sub for the purpose of investment and not with a view to Entry Shares. Such certificates or for resale in connection with any distribution thereof within the meaning of the Securities Act. Any certificates evidencing TopBook-Up Option Entry Shares shall may include any legends that are required by applicable securities LawsLaw.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub Purchaser an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and subject to the conditions set forth in this Section 2.4herein, to purchase purchase, at a price per share equal to the Offer Price, that number of authorized and unissued Company Shares (the “Top-Up Option Shares”) equal to the lesser of (x) the lowest number of Company Shares that, when added to the number of Company Shares beneficially owned by Parent and/or Acquisition Sub Parent, Purchaser and their respective Subsidiaries and Affiliates at the time of such exercise, shall constitute 100 Company Shares ten thousand (10,000) shares more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days then outstanding (after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming giving effect to the issuance of the Top-Up Option Shares) at a price per share and (y) an aggregate number of Company Shares that is equal to 19.9% of the Offer PriceCompany Shares issued and outstanding as of the date hereof; provided, however, that the Top-Up Option shall not be exercisable unless 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, Acquisition Sub would Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares)outstanding; and provided provided, further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then total authorized and unissued shares of Company Common Stock or Shares. (Bb) if any Provided that no applicable Law or any applicable Order Legal Requirement shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery issuance of the Top-Up Option Shares in respect thereofpursuant thereto, Acquisition Sub or otherwise make such exercise or issuance illegal, Purchaser may exercise and re-exercise the Top-Up OptionOption multiple times, in whole but not in part, at any one time or times after the Appointment Acceptance Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltySection 7. (c) In the event Acquisition Sub Each time that Purchaser wishes to exercise the Top-Up Option, Acquisition Sub Purchaser shall deliver send to the Company a written notice (the a “Top-Up Exercise Notice”) setting forth specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares which the Purchaser wishes to receive, and the place, time and date for the closing of the purchase and sale pursuant to the Top-Up Option (i) a “Top-Up Closing”). The Company shall, promptly after receipt of a Top-Up Exercise Notice, deliver a written notice to the Purchaser confirming the number of Top-Up Option Shares that Acquisition Sub intends to and the aggregate purchase pursuant to the price therefore. At each Top-Up OptionClosing, (ii) the manner in which Acquisition Sub intends to Purchaser shall pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Sub shall cause to be delivered to the Company the consideration aggregate price required to be delivered in exchange paid for the Top-Up Option Shares being purchased pursuant issuable at such Top-Up Closing, by delivery of, at Purchaser’s option, (A) immediately available funds by wire transfer to an account designated by the Company, (B) a promissory note, bearing simple interest at 5% per annum, and due six months after the Top-Up OptionClosing, and or (C) any combination thereof. At each Top-Up Closing, the Company shall cause to be issued to Acquisition Sub Purchaser a certificate or certificates representing such 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of issuable at such Top-Up Closing. Certificates representing Company Shares in connection with the Top-Up Option are being and will 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. Any certificates evidencing Top-Up Option Shares shall may include any legends that are required by applicable federal or state securities Lawslaws.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and subject to the conditions set forth in this Section 2.4herein, to purchase that at a price per share equal to the Offer Price the number of authorized and unissued Company Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially owned by Parent and/or Acquisition Sub and its Subsidiaries at the time of such exercise, shall constitute 100 Company Shares one (1) share more than 90% of the Company Shares outstanding, assuming then outstanding (the issuance of all Company Shares that are issuable within ten Business Days “Short Form Threshold”) (after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming giving effect to the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price); provided, however, that (x) the Top-Up Option shall not be exercisable unless unless, immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub the Short Form Threshold would own more than 90% of the Company Shares then outstanding be reached (assuming the issuance of the Top-Up Option Shares); and provided further, that (y) in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then total authorized and unissued shares Company Shares (treating any Company Shares held in the treasury of the Company Common Stock as unissued). (b) Merger Sub may pay the Company the aggregate price required to be paid for the Top-Up Option Shares either (i) entirely in cash or (Bii) if any applicable Law or any applicable Order shall prohibit at Merger Sub’s election, by (x) paying in cash an amount equal to not less than the exercise aggregate par value of the Top-Up Option or Shares and (y) executing and delivering to the delivery Company a promissory note having a principal amount equal to the balance of the aggregate purchase price pursuant to the Top-Up Option Sharesless 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 simple interest at a rate of 3% per annum, (ii) shall mature on the first anniversary of the date of execution and delivery of such Promissory Note, (iii) may be prepaid at any time, in whole or in part, without premium or penalty and (iv) shall have no other material terms. (bc) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery issuance of the Top-Up Option Shares in respect thereofpursuant thereto, Acquisition or otherwise make such exercise or issuance illegal, (i) Merger Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Acceptance Time and prior to the earlier to occur of (ix) the Effective Time and (iiy) the termination of this Agreement pursuant to Article IX hereof and (ii) at the Company’s request, Merger Sub shall exercise the Top-Up Option, in accordance with its terms. The aggregate purchase price payable for whole but not in part, at such place, time and date specified by the Company after the Acceptance Time and prior to the earliest to occur of (x) the Effective Time and (y) the termination of this Agreement pursuant to Article IX hereof if, immediately after such exercise and the issuance of Company Shares pursuant thereto, the Short Form Threshold would be reached (assuming the issuance of the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltyShares). (cd) In the event Acquisition Merger Sub wishes to exercise the Top-Up Option, Acquisition Parent or Merger Sub shall deliver send to the Company a written notice (a “Top-Up Exercise Notice”) specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares which such party 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 shall, promptly after receipt of the Top-Up Exercise Notice”) setting forth (i) , deliver a written notice to Parent and Merger Sub confirming the number of Top-Up Option Shares that Acquisition Sub intends to and the aggregate purchase pursuant to price therefore (the “Top-Up Notice Receipt”). At the Top-Up OptionClosing, (ii) the manner in which Acquisition Merger Sub intends to shall pay the applicable purchase Company the aggregate price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is required to take place. At the closing of the purchase of be paid for the Top-Up Option Shares, Parent and Acquisition Sub shall cause to be delivered by delivery of cash and, if applicable, a Promissory Note in an aggregate principal amount equal to the Company the consideration required to be delivered amount specified in exchange for the Top-Up Option Shares being purchased pursuant to the Top-Up OptionNotice Receipt, and the Company shall cause to be issued and delivered to Acquisition Merger Sub a certificate Certificate or Certificates representing such 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 or, if the same day 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. (e) Parent and Merger Sub acknowledge 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 Option Shares that Merger to be consummated in accordance with Section 253 of the DGCL and as contemplated by Section 8.3(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition Sub may acquire upon exercise of the Top-Up Option will shall not be registered under the Securities Act and will shall be issued in reliance upon an exemption thereunder for transactions not involving a public offeringfrom registration under the Securities Act. Parent and Acquisition Merger Sub represent and warrant to the Company that Acquisition Merger Sub is, or will shall be upon the any purchase of the Top-Up Option Shares, an “accredited investor,” ”, as defined in Rule 501 of Regulation D promulgated under the Securities Act. Acquisition 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 Option, if any, are being and will shall be acquired by Acquisition 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. ). (f) Any certificates evidencing dilutive impact on the value of the Company Shares as a result of the issuance of the Top-Up Option Shares shall include will not be taken into account in any legends required determination of the fair value of any Dissenting Company Shares pursuant to Section 262 of the DGCL as contemplated by applicable securities LawsSection 3.7(c).

Top-Up Option. (a) The Subject to Section 1.04(b) and 1.04(c) of this Agreement, the Company hereby irrevocably grants to Acquisition Sub Merger Sub, an option option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.4, to purchase that from the Company, up to the number of authorized and unissued Company Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially owned by Parent and/or Acquisition Merger Sub at the time of such exercisethe exercise of the Top-Up Option, shall constitute 100 constitutes at least one Company Shares Share more than 90% of the Company Shares outstanding, assuming that would be outstanding immediately after the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase to be issued upon exercise of the Top-Up Option 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 the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option Shares) 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 outstanding on a price per share equal fully-diluted basis; provided that notwithstanding anything in this Agreement to the Offer Price; providedcontrary, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and to the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding extent (assuming i) the issuance of the Top-Up Option Shares); and provided further, that in no event shall Shares would require approval of the Top-Up Option be exercisable Company’s stockholders under any applicable Legal Requirement or (Aii) for a the number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit the issuable upon exercise of the Top-Up Option or would exceed the delivery number of the Top-Up Option authorized but unissued and unreserved Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Merger Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may shall be paid by Acquisition Sub, at its election, either (A) entirely payable in cash or (B) in cash in an amount equal to the aggregate par value of the purchased Top-Up Option Shares and by executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltyMerger Sub. (c) In the event Acquisition Merger Sub wishes to exercise the Top-Up Option, Acquisition Merger Sub shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Option Shares that Acquisition Merger Sub intends to purchase pursuant to the Top-Up Option, Option and (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Merger Sub (the “Top-Up Closing”) is to take place. At the closing of the purchase of the Top-Up Option SharesClosing, Parent and Acquisition 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 OptionShares, and the Company shall cause to be issued to Acquisition Merger Sub a certificate representing such 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 Closing to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 11.29.09, and if not so consummated on such day, as promptly thereafter as possiblepossible (provided, however, that the Company shall not be required to issue the Top-Up Shares until the consideration required to be received in exchange of the Top-Up Shares has been received). The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of the DGCL and Delaware Law as contemplated by Section 8.3(c) 6.11 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Merger Sub understand that the Company Shares which Acquisition Sub may acquire upon exercise of the Top-Up Option 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. Each of Parent and Acquisition Merger Sub represent represents, warrants and warrant agrees that the Top-Up Option is being, and the Top-Up Shares 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. Each of Parent and Merger Sub represents and warrants to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Lawslaws. (e) Any dilutive impact on the value of the Shares as a result of the issuance of the Top-Up Shares will not be taken into account in any determination of the fair value of any dissenting Company Shares pursuant to Section 262 of Delaware Law as contemplated by Section 2.08.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub the Purchaser an irrevocable option (the “Top-Up Option”)) to purchase, exercisable only upon at a price per share equal to the terms and conditions set forth in this Section 2.4Offer Price, to purchase that a number of authorized and unissued Company Common Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Common Shares beneficially owned by Parent and/or Acquisition Sub or the Purchaser or any direct or indirect wholly owned Subsidiary of Parent or the Purchaser at the time of such exerciseexercise of the Top-Up Option, shall constitute 100 Company Shares constitutes one Common Share more than 90% of the Company Shares outstanding, assuming the issuance number of all Company Common Shares that are issuable within ten Business Days will be outstanding immediately after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) . The Top-Up Option may be exercised by the Purchaser, in whole, at a price per share equal any time on or after the date on which the Purchaser accepts for payment and pays for all Common Shares validly tendered and not validly withdrawn pursuant to the Offer Price(the “Acceptance Date”) and on or prior to the fifth Business Day after the later of the Acceptance Date and the expiration of any subsequent offering period under Rule 14d-11 under the Exchange Act; 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 (i) the number of Top-Up Option Shares to be issued by the Company shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90in no event exceed 19.90% of the Company number of outstanding Common Shares then outstanding (assuming or the voting power of the Company, in each case, as of immediately prior to the issuance of the Top-Up Option Shares); and provided further, that in (ii) no event shall the Top-Up Option be exercisable (A) for a number provision of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if any applicable Law and no judgment, injunction, order or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereofof such exercise, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time and prior to the earlier to occur of (iiii) the Effective Time and (ii) the termination issuance of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying would not require approval of the Company’s shareholders under applicable Law or regulation (including the NYSE rules and regulations), (iv) upon exercise of the Top-Up Option, the number of such Top-Up Option Common Shares owned by Parent or the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (A) entirely in cash Purchaser or (B) in cash in an amount equal to any direct or indirect wholly owned Subsidiary of Parent or the aggregate par value Purchaser constitutes one Share more than 90% of the purchased number of Common Shares that will be outstanding immediately after the issuance of the Top-Up Option Shares and by executing (v) the Purchaser has accepted for payment and delivering paid for all Common Shares validly tendered in the Offer and not validly withdrawn. The parties shall cooperate to ensure that the Company a full recourse unsecured promissory note issued by the Acquisition Sub having a principal amount equal to the remainder issuance of such purchase price. Any such promissory note shall bear interest at a rate per annum equal to the prime lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) In the event Acquisition Sub wishes to exercise the Top-Up OptionOption Shares is accomplished consistent with all applicable legal requirements of all Governmental Entities, Acquisition Sub shall deliver to including compliance with an applicable exemption from registration of the Company a notice (the “Top-Up Notice”Option Shares under the Securities Act. (b) setting Upon the exercise of the Top-Up Option in accordance with Section 1.4(a), the Purchaser shall so notify the Company and shall set forth in such notice (i) the total number of Common Shares that are expected to be owned by Parent, the Purchaser or any direct or indirect wholly owned Subsidiary of Parent or the Purchaser immediately preceding the purchase of the Top-Up Option Shares and (ii) a place and time for the closing of the purchase of the Top-Up Option Shares. The Company shall, as soon as practicable following receipt of such notice, notify Parent and the Purchaser of the number of Common Shares then outstanding and the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take placeShares. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Sub the Purchaser shall cause to be delivered to pay the Company the consideration aggregate price required to be delivered in exchange paid for the Top-Up Option Shares being purchased pursuant to the Top-Up OptionShares, and the Company shall cause to be issued to Acquisition Sub the Purchaser a certificate representing such the Top-Up Option Shares. The parties hereto agree to use their reasonable best efforts to cause the closing of the aggregate purchase of such Top-Up Option Shares to occur on the same day that price payable for the Top-Up Notice is deemed received Shares may be paid by the Purchaser by executing and delivering to the Company pursuant a full recourse promissory note having a principal amount equal to Section 11.2the balance of the aggregate purchase price for the Top-Up Shares. Any such promissory note shall bear interest at the rate of interest per annum equal to the rate of interest publicly announced by Citibank, and if not so consummated on in the City of New York from time to time during such dayperiod, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause such bank’s Prime Lending Rate, shall mature on the Merger to be consummated in accordance with Section 253 first anniversary of the DGCL date of execution and as contemplated by Section 8.3(c) as close in time as possible to (including, to delivery of such promissory note and may be prepaid without premium or penalty. In the extent possible, on the same day as) the issuance of event that this Agreement is terminated after the Top-Up Option Shares. (d) Parent is exercised and Acquisition Sub understand that the Company Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant prior to the Company that Acquisition Sub isEffective Time, or will be upon all amounts then owing pursuant to the purchase of the Top-Up Option Shares, an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option promissory note (including all interest) shall thereupon become immediately due and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Lawspayable.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub Parent and Merger Subsidiary an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.42.03, to purchase that from the Company the number of authorized newly-issued, fully paid and unissued non-assessable shares of Company Shares Common Stock (the “Top-Up Option Shares”) equal to the lowest lesser of: (i) the number of shares of Company Shares Common Stock that, when added to the number of Company Shares beneficially owned by Parent and/or Acquisition Sub at the time of such exercise, shall constitute 100 Company Shares more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock owned directly or (B) if any applicable Law or any applicable Order shall prohibit indirectly by Ultimate Parent, Parent and Merger Subsidiary at the time of exercise of the Top-Up Option or Option, constitutes 90% of the delivery number of shares of Company Common Stock that would be outstanding on a fully-diluted basis immediately after taking into account the issuance of all shares of Company Common Stock subject to the Top-Up Option Shares. Option; or (bii) Provided the aggregate number of shares of Company Common Stock that no applicable Law the Company is authorized to issue under its articles of incorporation but that are not issued and outstanding (and are not subscribed for or Order shall prohibit otherwise committed to be issued or reserved for issuance) at the time of exercise of the Top-Up Option or the delivery of the Option. (b) The Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Optionbe exercised by Parent or Merger Subsidiary, in whole but not or in part, at any one time at or after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its termsAcceptance Time. The aggregate purchase price payable for the Top-Up Option Shares shares of Company Common Stock being purchased by Acquisition Sub Parent or Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition SubParent or Merger Subsidiary, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub having a principal amount equal to the remainder of such purchase price, or by any combination of the foregoing. Any such promissory note shall bear interest at a the rate of 3% per annum equal to annum, shall mature on the prime lending rate prevailing during the period in which any portion first anniversary of the principal amount date of execution and delivery of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) In the event Acquisition Sub Parent or Merger Subsidiary wishes to exercise the Top-Up Option, Acquisition Sub Parent or Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth forth: (i) the number of Top-Up Option Shares shares of Company Common Stock that Acquisition Sub Parent or Merger Subsidiary intends to purchase pursuant to the Top-Up Option, ; (ii) the manner in which Acquisition Sub Parent or Merger Subsidiary intends to pay the applicable purchase price exercise price; and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares shares of Company Common Stock by Acquisition Sub Parent or Merger Subsidiary is to take place. The Company shall, as soon as practicable following receipt of such notice, notify Merger Subsidiary 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 the Top-Up Option Sharessuch shares of Company Common Stock, Parent and Acquisition Sub or Merger Subsidiary 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 Optionsuch shares, and the Company shall cause to be issued to Acquisition Sub Parent or Merger Subsidiary (as the case may be) a certificate representing such Top-Up Option Sharesshares. 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand Merger Subsidiary acknowledge that the Company Shares which Acquisition Sub Merger Subsidiary may acquire upon exercise of the Top-–Up Option will not be registered under the Securities 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Acquisition Sub Merger Subsidiary represent and warrant to the Company that Acquisition Sub each of Parent or Merger Subsidiary 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 1933 Act. Acquisition Sub agrees Parent and Merger Subsidiary agree that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Acquisition Sub Merger Subsidiary for its own account, 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 Option Shares shall include any legends required by applicable securities Laws).

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition the Merger Sub an option (the “Top-Up Option”), exercisable only from and after the Acceptance Time upon the terms and subject to the conditions set forth in this Section 2.4herein, to purchase that at a price per share equal to the Offer Price an aggregate number of authorized and unissued shares of Company Shares Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Shares Common Stock that, when added to the number of shares of Company Shares beneficially owned Common Stock owned, directly or indirectly, by Merger Sub or Parent and/or Acquisition Sub at the time of such exercise, shall constitute 100 Company Shares one share more than 90% of the shares of Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days Common Stock then outstanding (after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming giving effect to the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price); provided, however, that the Top-Up Option shall not be exercisable unless unless, immediately after such exercise and the issuance of shares of Company Shares Common Stock pursuant thereto, Acquisition Sub the Short Form Threshold would own more than 90% of the Company Shares then outstanding be reached (assuming the issuance of the Top-Up Option Shares); and provided provided, further, that in no event shall the Top-Up Option be exercisable (A) for a number of shares of Company Shares Common Stock in excess of the Company’s then total authorized and unissued shares of Company Common Stock (treating shares of Company Common Stock owned by the Company as treasury stock as unissued). Upon Parent’s request, the Company shall use commercially reasonable efforts to cause its transfer agent to certify in writing to Parent the 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 Option Shares. Merger Sub shall pay the Company the aggregate par value of the Top-Up Option Shares in cash and the balance of the aggregate price required to be paid for the Top-Up Option Shares by delivery of a promissory note (the “Promissory Note”). The Promissory Note shall be full recourse against Merger Sub, shall be guaranteed by Parent and shall bear interest at the rate of interest per annum equal to the prime lending rate prevailing from time to time during such period as published in The Wall Street Journal, shall mature on the first anniversary of the date of execution and delivery of such Promissory Note and may be prepaid without premium or penalty; provided, however, upon any event of default under the Promissory Note, all principal and accrued interest thereunder shall immediately become due and payable. (Bb) if any Provided that no applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery issuance of the Top-Up Option Shares in respect thereofpursuant thereto, Acquisition or otherwise make such exercise or issuance illegal, the Merger Sub may exercise the Top-Up Option, Option only once and in whole but not in part, at any one time after the Appointment Acceptance Time and prior to the earlier to occur of (i) the Effective Time and (ii) the valid termination of this Agreement in accordance with its termsAgreement. The aggregate purchase price payable for Parties shall cooperate to ensure that the issuance of the Top-Up Option Shares being purchased by Acquisition Sub pursuant to is accomplished consistent with all applicable Laws (other than any Laws that require shareholder approval for the issuance of the Top-Up Option shall be determined by multiplying Shares), including compliance with an applicable exemption from registration of the number of such Top-Up Option Shares by under the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltySecurities Act. (c) In the event Acquisition Sub wishes to To exercise the Top-Up Option, Acquisition Sub Parent shall deliver send to the Company a written notice (the a “Top-Up Exercise Notice”) setting forth specifying (i) the number of Top-Up Option Shares that Acquisition held by Parent and Merger Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of immediately preceding the purchase of the Top-Up Option Shares, Parent (ii) the denominations of the certificate or certificates evidencing the Top-Up Option Shares that Merger Sub wishes to receive, and Acquisition (iii) the place, time and date for the closing of the purchase and sale of the Top-Up Option Shares. Merger Sub agrees that, if requested by the Company, Merger Sub shall exercise the Top-Up Option and cause the Merger to be delivered consummated in accordance with Article II. The Company shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to Parent confirming the number of Top-Up Option Shares and the aggregate purchase price therefor (the “Top-Up Notice Receipt”). At the closing of the purchase and sale pursuant to the Top-Up Option, which shall take place immediately prior to the Merger Closing, Merger Sub shall deliver to the Company the consideration required to be delivered in exchange for the Top-Up Option Shares being purchased pursuant in an aggregate amount equal to the purchase price specified in the Top-Up OptionNotice Receipt, and the Company shall cause to be issued and delivered to Acquisition Merger Sub a certificate or certificates representing such 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 or, at Parent’s request, the same day applicable number of Book-Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by applicable Law. Parent and the Merger Sub each acknowledge 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition Sub may acquire upon exercise of the Top-Up Option will shall not be registered under the Securities Act and will shall be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Merger Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will shall be acquired by Acquisition 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 ). (d) Notwithstanding anything to the contrary herein, the Parties agree that in any appraisal proceeding under Section 262 of the DGCL, the exercise of the Top-Up Option, the issuance of the Top-Up Option Shares, the delivery by Merger Sub of cash or the Top-Up Promissory Note in payment for such Top-Up Option Shares and the other transactions contemplated in connection with the exercise of the Top-Up Option shall include not be considered in connection with the determination of the fair value of any legends required by applicable securities LawsDissenting Shares in accordance with Section 262 of the DGCL, and the Parties further agree that no Party shall take any position to the contrary in any such proceeding.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub the Purchaser an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and subject to the conditions set forth in this Section 2.4herein, to purchase that at a price per share equal to the Offer Price an aggregate number of authorized and unissued Company Shares (the “Top-Up Option Shares”) equal up to the lowest number of shares of Company Shares Common Stock that, when added to the number of shares of Company Shares beneficially Common Stock owned by Parent and/or Acquisition Sub or the Purchaser at the time of such exercise, shall constitute 100 Company Shares more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase exercise of the Top-Up Option Shares upon the vestingOption, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless constitutes one (1) Share more than ninety percent (90%) of the conversion or exercise price or other terms and conditions thereof Shares then outstanding on a fully diluted basis (assuming after giving effect to the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price); provided, however, that the Top-Up Option shall not be exercisable unless unless, immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub the Short Form Threshold would own more than 90% of the Company Shares then outstanding be reached (assuming the issuance of the Top-Up Option Shares); and provided provided, further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then total authorized and unissued shares Shares. Upon Parent’s request, the Company shall cause its transfer agent to certify in writing to Parent the number of Shares 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 Option Shares. The Purchaser may pay the Company Common Stock the aggregate price required to be paid for the Top-Up Option Shares, at the option of Parent, either in cash or by delivery of a promissory note (Bthe “Promissory Note”). (b) if any Provided that no applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery issuance of the Top-Up Option Shares in respect thereofpursuant thereto, Acquisition Sub or otherwise make such exercise or issuance illegal, the Purchaser may exercise the Top-Up OptionOption on one or more occasions, in whole but not or in part, at any one time on or after the Appointment Time Acceptance Date (at the election of the Purchaser) and prior to the earlier to occur of (i) the Effective Time and (ii) the valid termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltyAgreement. (c) In Each time that the event Acquisition Sub Purchaser wishes to exercise the Top-Up Option, Acquisition Sub the Purchaser shall deliver send to the Company a written notice (a “Top-Up Exercise Notice”) specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares that the Purchaser wishes to receive, and the place, time and date for the closing of the purchase and sale pursuant to the Top-Up Option (the “Top-Up Closing”). The Company shall, promptly after receipt of the Top-Up Exercise Notice”) setting forth (i) , deliver a written notice to the Purchaser confirming the number of Top-Up Option Shares that Acquisition Sub intends to and the aggregate purchase pursuant to price therefor (the “Top-Up Notice Receipt”). At the Top-Up OptionClosing, (ii) the manner in which Acquisition Sub intends to Purchaser shall pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Sub shall cause to be delivered to the Company the consideration aggregate price required to be delivered in exchange paid for the Top-Up Option Shares being purchased pursuant by delivery of cash or the Promissory Note in an aggregate principal amount equal to that specified in the Top-Up OptionNotice Receipt, and the Company shall cause to be issued and delivered to Acquisition Sub the Purchaser a certificate or certificates representing such 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 Such certificates may include any legends that the Top-Up Notice is deemed received are required 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Sharesapplicable Law. (d) Parent Subject to the terms and Acquisition Sub understand that conditions hereof, and for so long as this Agreement has not been terminated pursuant to the provisions hereof, the Company agrees that it shall maintain, free from preemptive rights, sufficient authorized but unissued Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant issuable pursuant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees this Agreement so that the Top-Up Option may be exercised without additional authorization of Shares, after giving effect to all other options, warrants, convertible securities and the Top-Up Option Shares other rights to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Lawspurchase Shares.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub the Buyer an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and subject to the conditions set forth in this Section 2.4herein, to purchase that at the Offer Price an aggregate number of authorized and unissued shares of Company Shares Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Shares Common Stock that, when added to the number of shares of Company Shares beneficially Common Stock owned by Parent and/or Acquisition Sub Parent, Buyer and their affiliates at the time of such exercise, shall constitute 100 one share of Company Shares Common Stock more than 90% of the outstanding shares of Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at Common Stock on a price per share equal to the Offer Pricefully diluted basis; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of shares of Company Shares Common Stock in excess of the Company’s then number of authorized and but unissued shares of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit as of immediately prior to the exercise issuance of the Top-Up Option or the delivery Shares (giving effect to shares of Company Common Stock reserved for issuance under all outstanding stock options, restricted stock and any other rights to acquire Company Common Stock as if such shares of Company Common Stock were outstanding); provided further, that the Top-Up Option Shares. shall terminate upon the earlier of: (bx) Provided that no applicable Law or Order shall prohibit the exercise fifth business day after the later of (1) the expiration date of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time Offer and prior to the earlier to occur of (i2) the Effective Time expiration of any “subsequent offering period”; and (iiy) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable Top-Up Option shall not be exercisable until such time as Buyer shall have accepted for payment the shares of Company Common Stock tendered pursuant to the Offer and all shares tendered in any “subsequent offering period” and in no event shall the Top-Up Option Shares being purchased by Acquisition Sub pursuant be exercisable if the Minimum Tender Condition shall have been waived. (b) The parties shall cooperate to ensure that the issuance of the Top-Up Option shall be determined by multiplying Shares is accomplished consistent with all applicable legal requirements of all Governmental Entities, including compliance with an applicable exemption from registration of the number of such Top-Up Option Shares by under the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltySecurities Act. (c) In the event Acquisition Sub wishes to To exercise the Top-Up Option, Acquisition Sub the Buyer shall deliver send to the Company a written notice (the a “Top-Up Exercise Notice”) setting forth specifying (i) the number of Top-Up Option Shares shares of Company Common Stock that Acquisition Sub intends to purchase pursuant to the Top-Up Optionshall be owned by Parent, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price Buyer and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of their affiliates immediately preceding the purchase of the Top-Up Option SharesShares and (ii) the place, Parent time and Acquisition Sub date (which date shall cause to be delivered no later than the fifth business day following the date of the Top-Up Exercise Notice) for the closing of the purchase and sale of the Top-Up Shares (the “Top-Up Closing”). The Company shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to the Company Buyer confirming the consideration number of Top-Up Shares and the aggregate purchase price therefor (the “Top-Up Notice Receipt”). At the Top-Up Closing, the Buyer shall pay the Company, in the manner set forth in Section 1.11(d) hereof, the aggregate price required to be delivered in exchange paid for the Top-Up Option Shares being purchased pursuant Shares, in an aggregate principal amount equal to that specified in the Top-Up OptionNotice Receipt, and the Company shall cause to be issued and delivered to Acquisition Sub the Buyer a certificate or certificates representing such 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 Shares or, at the Buyer’s request or otherwise if the Company pursuant to Section 11.2does not then have certificated shares of Company Common Stock, and if not so consummated on such day, as promptly thereafter as possiblethe applicable number of uncertificated shares represented by book entry (“Book-Entry Shares”). The parties further agree to use their reasonable best efforts to cause Such certificates or Book-Entry Shares may include any legends that are required by applicable Law. (d) Buyer may pay the Merger Company the aggregate price required to be consummated paid for the Top-Up Shares either (i) entirely in accordance with Section 253 of cash or (ii) at Buyer’s election, by (x) paying in cash an amount equal to not less than the DGCL and as contemplated by Section 8.3(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance 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 aggregate purchase price pursuant to the Top-Up Option Sharesless 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 the Buyer and (i) shall bear interest at the rate of 2% per annum, (ii) shall mature on the first anniversary of the date of execution and delivery of such Promissory Note and (iii) may be prepaid, in whole or in part, without premium or penalty. (de) Parent and Acquisition Sub understand Buyer acknowledge that the shares of Company Shares Common Stock which Acquisition Sub Buyer may acquire upon exercise of the Top-Up Option will shall not be registered under the Securities Act and will shall be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Acquisition Sub Buyer represent and warrant to the Company that Acquisition Sub Buyer is, or will shall be upon the any purchase of the Top-Up Option Shares, an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act. Acquisition Sub Buyer agrees that the Top-Up Option Option, and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option Option, if any, are being and will shall be acquired by Acquisition Sub Buyer 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 Option Shares shall include any legends required by applicable securities Laws).

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Parent and Merger Sub an irrevocable option (the “Top-Up Option”)) to purchase, exercisable only upon at a price per share equal to the terms and conditions set forth in this Section 2.4Per Share Amount, to purchase that a number of authorized and unissued Company Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially owned by Parent and/or Acquisition or Merger Sub or any wholly-owned Subsidiary of Parent or Merger Sub at the time of such exerciseexercise of the Top-Up Option, shall constitute 100 Company Shares constitutes one Share more than 90% of the Company Shares outstanding, assuming the issuance number of all Company Shares that are issuable within ten Business Days will be outstanding immediately after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) . The Top-Up Option shall be exercised by Parent or Merger Sub, in whole or in part, at a price per share equal any time on or after the expiration date of the Offer and on or prior to the fifth Business Day after the later of (1) the expiration date of the Offer Priceor (ii) the expiration of any subsequent offering period; provided, however, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions that (A) the number of Top-Up Option Shares to be issued by the Company shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90in no event exceed 19.90% of the Company number of outstanding Shares then outstanding (assuming or the 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 Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if no provision of any applicable Law law and no judgment, injunction, order or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereofof such exercise, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time and prior to the earlier to occur of (iC) the Effective Time and (ii) the termination issuance of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying would not require approval of the Company’s stockholders under applicable law or regulation (including, without limitation, New York Stock Exchange rules and regulations, (D) upon exercise of the Top-Up Option, the number of such Shares owned by Parent or Merger Sub or any wholly-owned Subsidiary of Parent or Merger Sub constitutes one Share more than 90% of the number of Shares that will be outstanding immediately after the issuance of the Top-Up Option Shares, and (E) Merger Sub 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 Top-Up Option Shares by the Offer Priceis accomplished consistent with all applicable legal requirements of all Governmental Entities, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (A) entirely in cash or (B) in cash in including compliance with an amount equal to the aggregate par value applicable exemption from registration of the purchased Top-Up Option Shares under the Securities Act. The Top-Up Option shall be exercised (and may only be exercised) if following its exercise, the condition set forth in clause (D) above would be satisfied. (b) Upon the exercise of the Top-Up Option in accordance with Section 1A.4(a), Parent shall so notify the Company and shall set forth in such notice (i) the number of Shares that are expected to be owned by Parent, Merger Sub or any wholly-owned Subsidiary of Parent or Merger Sub immediately preceding the purchase of the Top-Up Option Shares and by executing (ii) a place and delivering to time for the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion closing of the principal amount purchase of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) In the event Acquisition Sub wishes to exercise the Top-Up OptionOption Shares. The Company shall, Acquisition as soon as practicable following receipt of such notice, notify Parent and Merger Sub shall deliver to of the Company a notice (the “Top-Up Notice”) setting forth (i) number of Shares then outstanding and the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take placeShares. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Sub or Merger Sub, as the case may be, shall cause to be delivered to pay the Company the consideration aggregate price required to be delivered in exchange paid for the Top-Up Option Shares being purchased pursuant to the Top-Up OptionShares, and the Company shall cause to be issued to Acquisition Parent or Merger Sub a certificate representing such the Top-Up Option Shares. The parties hereto agree to use their reasonable best efforts to cause the closing of the aggregate purchase of such Top-Up Option Shares to occur on the same day that price payable for the Top-Up Notice is deemed received Shares may be paid by Merger Sub or Parent by executing and delivering to the Company pursuant a promissory note having a principal amount equal 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 balance of the DGCL and as contemplated by Section 8.3(c) as close in time as possible to (including, aggregate purchase price for the Top-Up Shares. Any such promissory note shall bear interest at the rate of interest per annum equal to the extent possibleInterest Rate, shall mature on the same day as) first anniversary of the issuance date of execution and delivery of such promissory note and may be prepaid without premium or penalty. In the event that this Agreement is terminated after the Top-Up Option Shares. (d) Parent is exercised and Acquisition Sub understand that the Company Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant prior to the Company that Acquisition Sub isEffective Time, or will be upon all amounts then owing pursuant to the purchase of the Top-Up Option Shares, an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option promissory note (including all interest) shall thereupon become immediately due and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Lawspayable.

Top-Up Option. (a) The Subject to Section 1.4(b) and Section 1.4(c) hereof, the Company hereby irrevocably grants to Acquisition Parent and Merger Sub an option irrevocable and non-transferable option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.4, to purchase that from the Company such number of authorized and unissued Company Shares (the “Top-Up Option Shares”) equal to the lowest number shares of Company Shares Common Stock that, when added to the number of shares of Company Shares beneficially Common Stock owned by Merger Sub and/or Parent and/or Acquisition Sub at the time of such exerciseexercise of the Top-Up Option, shall constitute 100 constitutes one share of Company Shares Common Stock more than 90% of the outstanding shares of Company Shares outstandingCommon Stock (calculated on a fully diluted basis), assuming and giving effect to the issuance of all shares of Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of Common Stock subject to the Top-Up Option Shares upon the vesting, conversion or exercise (such shares of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of Company Common Stock subject to the Top-Up Option being hereinafter referred to as the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Parent or Merger Sub, in whole and not in part, only once, at a price per share equal to any time during the Offer Price20 Business Day period next following the Acceptance Date, or if the Subsequent Offering Period is made available, during the 20 Business Day period next following the expiration date of the Subsequent Offering Period; provided, however, that notwithstanding anything in this Agreement to the contrary the Top-Up Option shall not be exercisable unless immediately after such exercise and to the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable extent (A) for a the number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit the issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued shares of Company Common Stock, (B) any provision of applicable Law or any judgment, injunction, order or decree of any Governmental Authority shall prohibit such exercise, or require any action, consent, approval, authorization or permit of, action by, or filing with or notification to, any Governmental Authority in connection with such exercise or the delivery of the Top-Up Option Shares. Shares in respect of such exercise, if such action, consent, approval, authorization or permit, action, filing or notification has not theretofore been obtained or made, (bC) Provided that no applicable Law or Order shall prohibit the issuance of the shares of Company Common Stock upon exercise of the Top-Up Option would require approval of the Company’s shareholders under Nasdaq rules, or (D) the delivery conditions set forth in Sections 7.1(b) and (c) are not satisfied as of the time of the issuance of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its termsShares. The aggregate purchase price payable for the Top-Up Option Shares shares of Company Common Stock being purchased by Acquisition Parent or Merger Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such shares then-subject to the Top-Up Option Shares by the Offer Price, without interest. Such purchase price may shall be paid by Acquisition Sub, at its election, either (A) entirely Parent or Merger Sub by paying in cash or (B) in cash in an amount equal to the aggregate par value of such shares which shall be allocated to the purchased TopCompany’s stated (or “paid-Up Option Shares in”) capital account and by executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub having a principal amount equal to the remainder balance of such purchase priceprice which balance shall be allocated to the Company’s “additional capital” account. Any such Such promissory note shall bear interest at a rate per annum equal to at the prime lending rate prevailing during the period as announced by Citibank, N.A. and in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated effect on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until made and shall mature and become due and payable on the date first Business Day next following the Effective Time of payment in full of such promissory note, the Merger and may be prepaid without premium or penalty. (c) In the event Acquisition Parent or Merger Sub wishes elects, subject to the provisions of Section 1.4(b) to exercise the Top-Up Option, Acquisition Parent or Merger Sub shall deliver to the Company a notice (the “Top-Up Notice”) setting forth forth (i) its election to so exercise and purchase the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant then-subject to the Top-Up Option, and (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the simultaneous exercise and purchase of such Top-Up Option Shares by Acquisition Parent or Merger Sub is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Sub that in addition to the provisions of Section 1.4(b), it shall be a condition to the exercise of the Top-Up Option that, simultaneously with such exercise of the Top-Up Option and the issuance of the Top-Up Shares, Merger Sub shall, and Parent shall cause Merger Sub to, simultaneously consummate the Merger in accordance with Section 253 of the DGCL as contemplated by Section 6.14 and file with the SEC a notice of termination of the Company’s Exchange Act reporting status on Form 15. At the closing of the simultaneous exercise and purchase of the Top-Up Option Shares, Parent and Acquisition or 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 and consummation of the Top-Up OptionMerger, and the Company shall cause to be issued to Acquisition Parent or Merger Sub (as the case may be) a certificate representing such the Top-Up Option Shares. The parties hereto agree to use their reasonable best efforts to cause (i) the exercise of the Top-Up Option, (ii) the issuance and 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 11.2Shares, 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 (iii) the Merger to be consummated in accordance with Section 253 of the DGCL and as contemplated by Section 8.3(c) as close in time as possible 6.14 to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Sharesoccur simultaneously. (d) Parent and Acquisition Merger Sub understand hereby acknowledge and agree that the Company Shares which Acquisition Sub may acquire upon exercise of the Top-Up Option 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. Each of Parent and Acquisition Merger Sub represent represents, warrants and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option is being, and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be be, acquired by Acquisition Parent or Merger Sub for the purpose of investment and not with a view to or for resale in connection with any public resale or distribution thereof within the meaning in violation of the Securities Act. Any certificates evidencing Top-Up Option Shares shall may include any legends required by applicable Law, U.S. federal securities Lawslaws. Until the earlier to occur of the Effective Time and the termination of this Agreement, the Company shall reserve for issuance the maximum number of shares issuable under the Top-Up Option.

Top-Up Option. (a) The Company hereby irrevocably grants to Parent and Acquisition Sub an assignable and irrevocable option (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.4, ) to purchase that from the Company the number of authorized newly-issued, fully paid and unissued non-assessable shares of Company Shares Common Stock (the “Top-Up Option Shares”) equal to the lowest lesser of: (i) the number of shares of Company Shares Common Stock that, when added to the number of shares of Company Shares beneficially Common Stock owned by Parent and/or or Acquisition Sub at the time of such exercise, shall constitute 100 Company Shares more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or Option, constitutes 80% of the delivery number of shares of Company Common Stock that would be outstanding on a fully-diluted basis immediately after the issuance of all shares of Company Common Stock subject to the Top-Up Option Shares. Option; or (bii) Provided the aggregate number of shares of Company Common Stock that no applicable Law the Company is authorized to issue under its articles of incorporation but that are not issued and outstanding (and are not subscribed for or Order shall prohibit otherwise committed to be issued or reserved for issuance) at the time of exercise of the Top-Up Option or the delivery of the Option. (b) The Top-Up Option Shares in respect thereof, may be exercised by Parent or Acquisition Sub may exercise the Top-Up OptionSub, in whole but not or in part, at any one time at or after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its termsAcceptance Time. The aggregate purchase price payable for the Top-Up Option Shares shares of Company Common Stock being purchased by Parent or Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares shares by the Offer Price, without interest. Such purchase price may be paid by Parent or Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub having a principal amount equal to the remainder of such purchase price, or by any combination of the foregoing. Any such promissory note shall bear interest at a the rate of 3% per annum equal to annum, shall mature on the prime lending rate prevailing during the period in which any portion first anniversary of the principal amount date of execution and delivery of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) In the event Parent or Acquisition Sub wishes to exercise the Top-Up Option, Parent or Acquisition Sub shall deliver to the Company a notice (the “Top-Up Notice”) setting forth forth: (i) the number of Top-Up Option Shares shares of Company Common Stock that Parent or Acquisition Sub intends to purchase pursuant to the Top-Up Option, ; (ii) the manner in which Parent or Acquisition Sub intends to pay the applicable purchase price exercise price; and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares shares of Company Common Stock by Parent or Acquisition Sub is to take place. The Company shall, as soon as practicable following receipt of such notice, notify Acquisition Sub of the number of shares of Company Common Stock 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 the Top-Up Option Sharessuch shares of Company Common Stock, Parent and or Acquisition 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 Optionsuch shares, and the Company shall cause to be issued to Parent or Acquisition Sub (as the case may be) a certificate representing such Top-Up Option Sharesshares. The parties hereto agree shall cooperate 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 ensure 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition 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 is effected pursuant to an exemption thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated from registration under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Merger Sub an option (the “Top-Top Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.41.04, to purchase that number of authorized and unissued newly issued shares of Company Shares Common Stock (the “Top-Top Up Option Shares”) equal to the lowest number of shares of Company Shares Common Stock that, when added to the number of shares of Company Shares beneficially Common Stock directly or indirectly owned by Parent and/or Acquisition Sub at the time of such exercise, shall constitute 100 Company Shares one (1) share more than ninety percent (90% %) of the shares of Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days Common Stock outstanding on a fully-diluted basis immediately after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Top Up Option Shares) Shares at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Top Up Option be exercisable (A) for a number of shares of Company Shares Common Stock in excess of the Company’s then authorized and unissued shares of Company Common Stock or (Bgiving effect to shares of Company Common Stock reserved for issuance under the Company Incentive Plans (as defined herein) as if any applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Sharessuch shares were outstanding). (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Merger Sub may exercise the Top-Top Up Option, in whole but not in part, at any one time after the Appointment Time consummation of the Offer and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms. In the event that Merger Sub wishes to exercise the Top Up Option, it shall notify the Company in writing, and shall set forth in such notice: (i) the number of shares of Company Common Stock that will be owned by Parent and Merger Sub immediately preceding the purchase of the Top Up Option Shares, and (ii) the place and time for the closing of the purchase of the Top Up Option Shares by Merger Sub, which shall not be more than five (5) business days after delivery of such notice (the “Top Up Closing”). The Company shall, as soon as practicable following receipt of such notice, notify Merger Sub of the number of shares of Company Common Stock then outstanding, the number of shares of Company Common Stock outstanding on a fully-diluted basis and the number of Top Up Option Shares. At the Top Up Closing, Parent or Merger Sub shall pay the Company the aggregate purchase price for the Top Up Option Shares (calculated by multiplying the number of such Top Up Option Shares by the Offer Price) and the Company shall cause to be issued to Merger Sub a certificate representing the Top Up Option Shares. The aggregate purchase price payable for the Top-Top Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 Merger Sub by executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub having a principal amount equal to the remainder balance of such the aggregate purchase priceprice for the Top Up Option Shares. Any such promissory note shall bear interest at a the applicable federal rate per annum equal to as determined for U.S. federal income tax purposes, shall mature on the prime lending rate prevailing during the period in which any portion first (1st) anniversary of the principal amount date of execution and delivery of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. In the event that this Agreement is terminated after the Top Up Option is exercised and prior to the Effective Time, all amounts then owing pursuant to the promissory note (including all interest) shall thereupon become immediately due and payable. (c) 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 number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition 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 Acquisition Sub a certificate representing such Top-Up Option Shares. The parties hereto agree shall cooperate 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 ensure 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Top Up Option Shares. (d) Shares is accomplished consistent with all applicable Laws. Consistent therewith, Parent and Acquisition Merger Sub understand acknowledge that the shares of Company Shares which Acquisition Common Stock that Merger Sub may acquire upon exercise of the Top-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 Acquisition Merger Sub represent and warrant to the Company that Acquisition Merger Sub is, or will be upon the purchase of the Top-Top Up Option Shares, Shares an “accredited investor,” ”, as defined in Rule 501 of Regulation D promulgated under the Securities Act. Acquisition Merger Sub agrees that the Top-Top Up Option and the Top-Top Up Option Shares to be acquired upon exercise of the Top-Top Up Option are being and will be acquired by Acquisition 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 Option Shares shall include any legends required by applicable securities Laws).

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only upon on the terms and conditions set forth in this Section 2.41.03, to purchase that number of authorized and unissued Company Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially owned by Parent and/or Acquisition Sub at the time of such exercise, shall constitute 100 Company Shares more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal to the Offer PricePrice paid in the Offer a number of newly issued shares of Company Common Stock (the “Top-Up Shares”) equal to (and not less than) the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock directly or indirectly owned by Parent, U.S. Parent and Merger Sub at the time of exercise of the Top-Up Option, shall constitute one share more than 90% of the shares of Company Common Stock outstanding immediately after the issuance of the Top-Up Shares; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance for a number of shares of Company Shares pursuant theretoCommon Stock in excess of the number of shares of Company Common Stock authorized and unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. The Top-Up Option shall be exercisable only once, Acquisition Sub would at such time as Parent, U.S. Parent and Merger Sub, directly or indirectly, own more than 90at least 80% of the outstanding shares of Company Common Stock (determined on a fully diluted basis) (i) following the expiration of the Offer and any subsequent offering period and (ii) prior to the fifth business day after the applicable expiration date of the Offer or any subsequent offering period. The obligation of the Company to issue and deliver the Top-Up Shares then outstanding (assuming upon the issuance exercise of the Top-Up Option Shares); and provided further, is subject to the condition that in no event shall the Top-Up Option be exercisable (A) for a number provision of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if any applicable Law and no Judgment, injunction, order or any applicable Order decree shall prohibit the exercise of the Top-Up Option or the issuance and delivery of the Top-Up Option SharesShares in respect of such exercise. (b) Provided The parties shall cooperate to ensure that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the issuance and delivery of the Top-Up Option Shares in respect thereofcomply with all applicable Law, Acquisition Sub may exercise including compliance with an applicable exemption from registration of the Top-Up Option, in whole but not in part, at any one time after Shares under the Appointment Time and prior to the earlier to occur Securities Act of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding1933, as published in The Wall Street Journalamended (including the rules and regulations promulgated thereunder, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) “Securities Act”). In the event Acquisition Merger Sub wishes to exercise the Top-Up Option, Acquisition Merger Sub shall deliver to give the Company a notice (the “Top-Up Notice”) setting forth three business days prior written notice, specifying (i) the number of shares of Company Common Stock directly or indirectly owned by Parent at the time of such notice and (ii) a place and a time for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Merger Sub specifying, based on the information provided by Merger Sub in its notice, the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take placeShares. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition the purchase price owed by Merger Sub shall cause to be delivered to the Company the consideration required to therefor shall 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 Acquisition Sub a certificate representing such 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant paid to the Company that Acquisition (i) in cash, by wire transfer or cashier’s check or (ii) by issuance by Merger Sub isto the Company of a promissory note bearing interest at 5% per annum, or will be upon which shall have full recourse to Parent and U.S. Parent and shall mature on the purchase first anniversary of the Top-Up Option Shares, an “accredited investor,” as defined in Rule 501 date of Regulation D promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option execution and the Top-Up Option Shares to be acquired upon exercise delivery of the Top-Up Option are being and will 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Lawssuch promissory note.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub the Purchaser an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and subject to the conditions set forth in this Section 2.4herein, to purchase that at a price per share equal to the Offer Price an aggregate number of authorized and unissued Company Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added up to the number of Company Shares beneficially owned by Parent and/or Acquisition Sub at the time of such exercise, shall constitute 100 Company Shares more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities then available authorized and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option unissued Shares) at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant theretoto the Top-Up Option, Acquisition Sub the Short Form Threshold would own more than 90% of the Company Shares then outstanding be reached (assuming the issuance of the Top-Up Option Shares); . Upon Parent’s request, the Company shall cause its transfer agent to certify in writing to Parent the number of Shares issued and provided further, that in no event shall outstanding as of immediately prior to the exercise of the Top-Up Option be exercisable (A) for a number of Company Shares in excess and after giving effect to the issuance of the Company’s then authorized Top-Up Option Shares. Purchaser may pay the Company the aggregate price required to be paid for the Top-Up Option Shares by delivery of an unsecured, non-negotiable and unissued shares non-transferable promissory note, bearing simple interest at 3% per annum, with principal and interest due one year after the purchase of Company Common Stock the Top-Up Option Shares, prepayable in whole or in part without premium or penalty (Ba “Promissory Note”). (b) if any Provided that no applicable Law or any applicable Order law shall prohibit the exercise of the Top-Up Option or the delivery issuance of the Top-Up Option Shares. (b) Provided that no applicable Law Shares pursuant thereto or Order shall prohibit otherwise make such exercise or issuance illegal, the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub Purchaser may exercise the Top-Up OptionOption on one or more occasions, in whole but not or in part, at any one time only after the Appointment Acceptance Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltyTime. (c) In Each time that the event Acquisition Sub Purchaser wishes to exercise the Top-Up Option, Acquisition Sub the Purchaser shall deliver send to the Company a written notice (a “Top-Up Exercise Notice”) specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares that the Purchaser wishes to receive, and the place, time and date for the closing of the purchase and sale pursuant to the Top-Up Option (the “Top-Up Closing”). The Company shall, promptly after receipt of the Top-Up Exercise Notice”) setting forth (i) , deliver a written notice to the Purchaser confirming the number of Top-Up Option Shares that Acquisition Sub intends to and the aggregate purchase pursuant to price therefor (the “Top-Up Notice Receipt”). At the Top-Up OptionClosing, (ii) the manner in which Acquisition Sub intends to Purchaser shall pay the applicable purchase Company the aggregate price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is required to take place. At the closing of the purchase of be paid for the Top-Up Option Shares, Parent and Acquisition Sub shall cause including without limitation at the Purchaser’s option by delivery of a Promissory Note in an aggregate principal amount equal to be delivered to the Company the consideration required to be delivered that specified in exchange for the Top-Up Option Shares being purchased pursuant to the Top-Up OptionNotice Receipt, and the Company shall cause to be issued and delivered to Acquisition Sub the Purchaser a certificate or certificates representing such 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise or, at the Purchaser’s request or otherwise if the Company does not then have certificated Shares, the applicable number of the TopBook-Up Option are being and will be acquired by Acquisition Sub for the purpose of investment and not with a view to Entry Shares. Such certificates or for resale in connection with any distribution thereof within the meaning of the Securities Act. Any certificates evidencing TopBook-Up Option Entry Shares shall may include any legends that are required by applicable securities LawsLaw.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only upon on the terms and conditions set forth in this Section 2.41.4, to purchase purchase, at a price per Share equal to the Offer Price paid in the Offer, that number of authorized and unissued Company newly issued Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the aggregate number of Company Shares beneficially owned by Parent and/or Acquisition Parent, Merger Sub and any of their respective Subsidiaries or Affiliates at the time of such exercise, shall constitute 100 Company Shares more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase exercise of the Top-Up Option Shares upon the vestingOption, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless shall constitute one Share more than 80% of the conversion or exercise price or other terms and conditions thereof Fully Diluted Shares then outstanding (assuming after giving effect to the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price); provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a to the extent the number of Company Shares in excess issuable upon exercise of the Top-Up Option would exceed the Company’s then authorized and unissued shares Shares and Shares held in the treasury at the time of exercise of the Top-Up Option (assuming all Fully Diluted Shares were issued and outstanding). Upon Parent’s request, the Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit cause its transfer agent to certify in writing to Parent the number of Shares issued and outstanding as of immediately prior to the exercise of the Top-Up Option or and after giving effect to the delivery issuance of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the . The Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Optionshall be exercisable only once, in whole but not in part, at any one time after following the Appointment Time Offer Closing and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (cb) In the event Acquisition Merger Sub wishes to exercise the Top-Up Option, Acquisition Merger Sub shall deliver to give the Company a notice (the “Top-Up Notice”) setting forth written notice, specifying (i) the aggregate number of Shares owned by Parent, Merger Sub and any of their respective Subsidiaries or Affiliates at the time of such notice (after giving effect to the Offer Closing) and (ii) a place and a time for the closing of such purchase. The Company shall, promptly 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 Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares be purchased by Acquisition Sub is to take placeMerger Sub. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition the aggregate purchase price owed by 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 shall be paid to the Company at Parent’s election, either (i) entirely in cash, by wire transfer of same-day funds or (ii) by issuing to the Company an unsecured, non-negotiable, non-transferable promissory note having a principal amount equal to the aggregate purchase price pursuant to the Top-Up Option, and . Such promissory note (i) shall bear interest at the Company shall cause to be issued to Acquisition Sub a certificate representing such Topapplicable short-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 term federal rate per annum for U.S. income tax purposes (as periodically set 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws.the

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub Purchaser an irrevocable option (the “Top-Up Option”), ) exercisable only upon in accordance with the terms and conditions set forth in this Section 2.42.3, to purchase, at a purchase price per share equal to the Per Share Amount, that number of authorized and unissued newly issued Company Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially collectively owned by Parent and/or Acquisition Sub or Purchaser at the time of such exercise, shall constitute 100 exercise (excluding Company Shares more than 90% tendered in the Offer pursuant to guaranteed delivery instructions as to which delivery has not been completed at the time of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase exercise of the Top-Up Option Option), shall constitute one Company Share more than ninety percent (90%) of the sum of (i) the then outstanding Company Shares plus (ii) a number equal to the number of Company Shares issuable upon the vesting, conversion of any convertible securities or upon the exercise of all outstanding any options, warrantswarrants or rights including Company RSUs, Company SARs, the Company Stock Options and Company Shares to be issued pursuant to the ESPP, in each case, which are convertible or exchangeable securities exercisable prior to the date that is ten (10) business days after such exercise and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal to . Notwithstanding the Offer Price; providedforegoing provisions of this Section 2.3(a), however, that the Top-Up Option shall not be exercisable unless for Company Shares in excess of the number of Company Shares authorized and unissued or held in the treasury of the Company. (b) The Top-Up Option shall not be exercisable unless, immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub after accounting for the limitations set forth herein, Parent and Purchaser would own hold one Company Share more than 90% of the Company Shares then outstanding (assuming the issuance of the Company Shares. The Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Option, in whole but and not in part, ) at any one time after the Appointment Acceptance Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement Agreement. (c) In the event Purchaser desires to exercise the Top-Up Option, Purchaser shall so notify the Company in accordance with its terms. The aggregate writing (the “Top-Up Exercise Notice”), and shall set forth in such notice (i) the number of Company Shares that will be owned by Parent and Purchaser immediately preceding the purchase price payable for of the Top-Up Option Shares, (ii) the number of Company Shares being purchased by Acquisition Sub that Purchaser intends to purchase pursuant to the Top-Up Option shall be determined by multiplying and (iii) the number place and time for the closing of such the purchase of the Top-Up Option Shares by (the Offer Price“Top-Up Closing”). The Company shall, without interestas soon as practicable following receipt of such notice, deliver notice to Parent and Purchaser in writing confirming the number of Top-Up Option Shares and the aggregate purchase price therefor. At the Top-Up Closing, Purchaser shall (and Parent shall cause Purchaser to) pay the Company the aggregate price required to be paid for the Top-Up Option Shares. Such purchase aggregate price may be paid by Acquisition SubPurchaser, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub Purchaser having a principal amount equal to the remainder of such aggregate purchase priceprice (which promissory note either shall be a demand note or shall have a stated maturity date of not more than one (1) year from the date of issuance). Any such promissory note shall bear interest at a rate per annum equal to the prime lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in by The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) In the event Acquisition Sub wishes . The Company shall cause to exercise the Top-Up Option, Acquisition Sub shall deliver be issued to the Company Purchaser a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of certificate representing the Top-Up Option Shares, Parent which certificate may include any legends required by applicable securities laws (or, if the Company does not then issue Company Shares in certificated form, the applicable number of Company Shares in non-certificated book-entry form). Upon Purchaser’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Purchaser the number of Company Shares issued and Acquisition Sub shall cause to be delivered outstanding as of immediately prior to the Company the consideration required to be delivered in exchange for exercise of the Top-Up Option Shares being purchased pursuant and after giving effect to the Top-Up Option, and the Company shall cause to be issued to Acquisition Sub a certificate representing such 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) The parties shall cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished consistent with all applicable legal requirements, including all federal securities laws but excluding the rules and regulations of Nasdaq. To that end, Parent and Acquisition Sub Purchaser understand that the Company Shares which Acquisition Sub 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 offeringSection 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. Parent and Acquisition Sub Purchaser represent and warrant to the Company that Acquisition Sub 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 promulgated under the Securities Act. Acquisition Sub Purchaser agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Acquisition 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. Any . (e) Upon the delivery by Purchaser to the Company of the Top-Up Exercise Notice and the tender of the consideration described in Section 2.3(c), Purchaser shall, to the extent permitted by applicable Law, be deemed to be the holder of record of the Top-Up Option Shares issuable upon that exercise, notwithstanding that certificates evidencing representing those Top-Up Option Shares shall include not then be actually delivered to Purchaser. (f) The Company agrees that it shall reserve (and maintain free from preemptive and other similar rights) sufficient authorized but unissued Company Shares so that the Top-Up Option may be exercised without additional authorization of Company Shares (after giving effect to Company Shares issued upon the exercise of Company Options, Company SARs and Company RSUs or purchases under the ESPP prior to the Acceptance Time. (g) Any dilutive impact on the value of the Company Shares as a result of the issuance of the Top-Up Option Shares will not be taken into account in any legends required determination of the “fair market value” of any Dissenting Company Shares pursuant to Chapter 11 of the CGCL as contemplated by applicable securities LawsSection 3.8(a). (h) The number of Company Shares issuable pursuant to the Top-Up Option and the Per Share Amount shall be adjusted to the extent appropriate so as to restore Purchaser to its rights hereunder with respect to the Top-Up Option in the event of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Shares occurring or having a record date on or after the date of this Agreement and prior to the date of exercise of the Top-Up Option; provided, however, that nothing in this Section 2.3(g) shall be construed as permitting the Company to take any action or enter into any transaction otherwise prohibited by this Agreement.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub an the Purchaser a non-transferable, non-assignable option (the “Top-Up Option”), exercisable from and after the Acceptance Time only upon the terms and subject to the conditions set forth in this Section 2.4herein, to purchase that from the Company, at a cash price per share equal to the value of the Offer Price (with the value of the Per Share Exchange Ratio calculated as the dollar amount determined by multiplying such ratio by the closing price of a share of Parent Common Stock on NASDAQ on the last trading day prior to the exercise of the Top-Up Option), an aggregate number of authorized and unissued newly-issued shares of Company Shares Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Shares Common Stock that, when added to the number of shares of Company Shares beneficially Common Stock owned by Parent and/or Acquisition Sub the Purchaser at the time of such exerciseexercise of the Top-Up Option, shall constitute 100 Company Shares one share more than 90% of the number of shares of Company Shares outstanding, assuming Common Stock outstanding immediately after the issuance of all shares of Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of Common Stock subject to the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal to the Offer PriceOption; provided, however, that the Top-Up Option shall not be exercisable unless unless, immediately after such exercise and the issuance of shares of Company Shares Common Stock pursuant thereto, Acquisition Sub the Short Form Threshold would own more than 90% of the Company Shares then outstanding be reached (assuming the issuance of the Top-Up Option Shares)) and all of the conditions to the Merger would be satisfied or waived, as applicable; and provided provided, further, that in no event shall the Top-Up Option be exercisable (A) for a number of shares of Company Shares Common Stock in excess of the Company’s then total authorized and unissued shares Shares. Upon the Purchaser’s request, the Company shall cause its transfer agent to certify in writing to the Purchaser the number of Shares 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 Option Shares. The Purchaser shall pay the Company Common Stock the aggregate par value of the Top-Up Option Shares in cash and the balance of the aggregate price required to be paid for the Top-Up Option Shares shall be paid by delivery to the Company of a non-negotiable and non-transferable promissory note (the “Promissory Note”). The Promissory Note shall be full recourse against the Purchaser, shall be guaranteed by Parent, shall bear interest at the rate of interest per annum equal to the prime lending rate prevailing from time to time during such period as published in The Wall Street Journal, shall mature on the first anniversary of the date of execution and delivery of such Promissory Note and may be prepaid without premium or penalty. Parent, the Purchaser and the Company 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 Parent or the Purchaser of the Top-Up Option, any Shares issued upon exercise of the Top-Up Option or the Promissory Note. (Bb) if any Provided that no applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery issuance of the Top-Up Option Shares in respect thereofpursuant thereto, Acquisition Sub or otherwise make such exercise or issuance illegal, the Purchaser may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Acceptance Time and prior to the earlier to occur of (i) the Effective Time and (ii) the valid termination of this Agreement Agreement. If as of an Expiration Date (x) all the conditions and requirements set forth in Annex I have been satisfied or waived, as applicable, and (y) there shall have been validly tendered and not validly withdrawn a sufficient number of Shares which, when added to the number of shares (the “Requisite Top-Up Shares”) of Company Common Stock which could be owned by the Purchaser through exercise of the Top-Up Option, constitute one share more than 90% of the number of shares of Company Common Stock outstanding immediately after the issuance of all shares of Company Common Stock subject to the Top-Up Option, the Purchaser shall exercise the Top-Up Option with respect to the Requisite Top-Up Shares at such time in accordance with its terms. The the provisions of this Section 1.7. (c) To exercise the Top-Up Option, the Purchaser shall send to the Company a written notice (a “Top-Up Exercise Notice”) specifying the aggregate purchase price payable for number of Shares as to which the Top-Up Option is being exercised, the denominations of the certificate or certificates evidencing the Top-Up Option Shares being purchased by Acquisition Sub that the Purchaser wishes to receive, and the place, time and date for the closing of the purchase and sale pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) In the event Acquisition Sub wishes to exercise the Top-Up Option, Acquisition Sub shall deliver to the Company a notice (the “Top-Up Closing”). The Company shall, promptly after receipt of the Top-Up Exercise Notice”) setting forth (i) , deliver a written notice to the Purchaser confirming the number of Top-Up Option Shares that Acquisition Sub intends to and the aggregate purchase pursuant to price therefor (the “Top-Up Notice Receipt”). At the Top-Up OptionClosing, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Sub Purchaser shall cause to be delivered deliver to the Company the consideration required to be delivered in exchange for the Top-Up Option Shares being purchased pursuant in an aggregate amount equal to the purchase price specified in the Top-Up OptionNotice Receipt, and the Company shall cause to be issued and delivered to Acquisition Sub the Purchaser a certificate or certificates representing such the Top-Up Option Shares. Such certificates shall include any legends that are required by applicable Law. The parties hereto agree to use their reasonable best efforts to cause Purchaser acknowledges that 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition Sub may acquire upon exercise of the Top-Up Option will shall not be registered under the Securities Act Act, and will shall be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub The Purchaser agrees that the Top-Up Option Option, and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will shall be acquired by Acquisition Sub the Purchaser for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof (within the meaning of the Securities Act. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws).

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub SUTIOC an assignable and irrevocable option (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.4, ) to purchase that from the Company the number of authorized newly-issued shares of Company common stock and unissued Company Shares (the “Top-Up Option Shares”) preferred stock equal to the lowest lesser of: (i) the number of shares of Company Shares common stock and preferred stock that, when added to the number of shares of Company Shares beneficially common stock and preferred stock owned by Parent and/or Acquisition Sub SUTIOC at the time of such exerciseexercise of the Top-Up Option, shall constitute 100 Company Shares more than 90constitutes 95% of the number of shares of Company Shares outstanding, assuming common stock and preferred stock that would be outstanding immediately after the issuance of all shares of Company Shares common stock and preferred stock subject to the Top-Up Option or (ii) the aggregate number of shares of Company common stock and preferred stock that the Company is authorized to issue under its articles of incorporation but that are issuable within ten Business Days after not issued and outstanding (and are not subscribed for or otherwise committed to be issued) at the scheduled closing time of exercise of the purchase Top-Up Option. (b) In the event that the number of shares the Company is authorized to issue under its articles of incorporation would not constitute 95% of the total outstanding immediately after issuance, the Company shall take the necessary steps to increase the authorized shares in order to issue the full amount of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless equal to 95% of the conversion or exercise price or other terms and conditions thereof outstanding immediately after issuance. (assuming the issuance of the c) The Top-Up Option Shares) at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not may be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Optionexercised by SUTIOC, in whole but not or in part, at any one time and up to two years after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its termsClosing. The aggregate purchase price payable for the Top-Up Option Shares shares of Company common stock and preferred stock being purchased by Acquisition Sub SUTIOC pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interestas set forth in Section 1.2(d) herein. Such purchase price may be paid by Acquisition SubSUTIOC, at its election, either (A) entirely in cash or (B) in cash in an amount equal to shares of common stock, valued at no less than the aggregate par value of closing share price on the purchased day immediately preceding the day Top-Up Option Shares is exercised by SUTIOC, of an entity trading on the over the counter bulletin board or a recognized exchange and by executing and delivering which entity is subject to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion reporting requirements of the principal amount Securities Exchange Act of 1934 and is current in all such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, reports which shares are owned and may be prepaid without premium or penaltyheld by SUTIOC. (cd) The aggregate purchase price SUTIOC will be required to pay to Company when exercising the Top-Up Option will be calculated as 2.5 times the then trailing ninety days annualized revenue, plus current and fixed assets and less any debt, accounts payable and other liabilities exceeding one million dollars ($1,000,000) with the minimum aggregate purchase price being two million dollars ($2,000,000) plus current and fixed assets and less debt, accounts payable and other liabilities. In the event that the Company’s debt, accounts payable and other liabilities is below $1,000,000, then in such a case, the aggregate purchase price shall be calculated as 3 times the then trailing ninety days annualized revenue, plus current and fixed assets and less debt, accounts payable and other liabilities. (e) In the event Acquisition Sub SUTIOC wishes to exercise the Top-Up Option, Acquisition Sub SUTIOC shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Option Shares shares of Company common stock and preferred stock that Acquisition Sub SUTIOC intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub SUTIOC intends to pay the applicable purchase exercise price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares shares of Company common stock by Acquisition Sub SUTIOC is to take place. At the closing of the purchase of the Top-Up Option Sharessuch shares of Company common stock and preferred stock, Parent and Acquisition Sub SUTIOC 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 Optionsuch shares, and the Company shall cause to be issued to Acquisition Sub SUTIOC a certificate representing such Top-Up Option Sharesshares. The parties hereto agree to use their reasonable best efforts to cause the closing obligation of the purchase of Company to issue such Top-Up Option Shares shares will be subject 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 compliance with Section 253 of the DGCL and as contemplated by Section 8.3(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Sharesall applicable regulatory requirements. (df) Parent and Acquisition Sub understand that the Company Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates Certificates evidencing Top-Up Option Shares delivered hereunder shall include any legends required by applicable securities Lawsbear a legend in substantially the following form: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub the Purchaser an option (the “Top-Up Option”)option, exercisable from and after the Acceptance Time only upon the terms and subject to the conditions set forth in this Section 2.4herein, to purchase that from the Company, at a price per share equal to the Offer Price, an aggregate number of authorized and unissued newly-issued shares of Company Shares Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Shares Common Stock that, when added to the number of shares of Company Shares beneficially Common Stock owned by Parent and/or Acquisition Sub the Purchaser at the time of such exerciseexercise of the Top-Up Option, shall constitute 100 Company Shares one share more than 90% of the number of shares of Company Shares outstanding, assuming Common Stock outstanding immediately after the issuance of all shares of Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of Common Stock subject to the Top-Up Option Shares upon (the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the “Top-Up Option Shares) at a price per share equal to the Offer PriceOption”); provided, however, that the Top-Up Option shall not be exercisable unless unless, immediately after such exercise and the issuance of shares of Company Shares Common Stock pursuant thereto, Acquisition Sub the Short Form Threshold would own more than 90% of the Company Shares then outstanding be reached (assuming the issuance of the Top-Up Option Shares); and provided provided, further, that in no event shall the Top-Up Option be exercisable (A) for a number of shares of Company Shares Common Stock in excess of the Company’s then total authorized and unissued shares Shares. Upon the Purchaser’s request, the Company shall cause its transfer agent to certify in writing to the Purchaser the number of Shares 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 Option Shares. The Purchaser shall pay the Company Common Stock the aggregate par value of the Top-Up Option Shares in cash and the balance of the aggregate price required to be paid for the Top-Up Option Shares by delivery of a non-negotiable and non-transferable promissory note (the “Promissory Note”). The Promissory Note shall be full recourse against the Purchaser, shall be guaranteed by Parent, shall bear interest at the rate of interest per annum equal to the prime lending rate prevailing from time to time during such period as published in The Wall Street Journal, shall mature on the first anniversary of the date of execution and delivery of such Promissory Note and may be prepaid without premium or penalty. Parent, the Purchaser and the Company 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 Parent or the Purchaser of the Top-Up Option, any Shares issued upon exercise of the Top-Up Option or the Promissory Note. (Bb) if any Provided that no applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery issuance of the Top-Up Option Shares in respect thereofpursuant thereto, Acquisition Sub or otherwise make such exercise or issuance illegal, the Purchaser may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Acceptance Time and prior to the earlier to occur of (i) the Effective Time and (ii) the valid termination of this Agreement in accordance with its terms. The aggregate purchase price payable (it being agreed and understood that for all purposes of this Agreement and Annex I, any listing requirement of any national securities exchange shall not be deemed to prohibit or make illegal the exercise of the Top-Up Option or the issuance of the Top-Up Shares). (c) To exercise the Top-Up Option, the Purchaser shall send to the Company a written notice (a “Top-Up Exercise Notice”) specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares being purchased by Acquisition Sub that the Purchaser wishes to receive, and the place, time and date for the closing of the purchase and sale pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) In the event Acquisition Sub wishes to exercise the Top-Up Option, Acquisition Sub shall deliver to the Company a notice (the “Top-Up Closing”). The Company shall, promptly after receipt of the Top-Up Exercise Notice”) setting forth (i) , deliver a written notice to the Purchaser confirming the number of Top-Up Option Shares that Acquisition Sub intends to and the aggregate purchase pursuant to price therefor (the “Top-Up Notice Receipt”). At the Top-Up OptionClosing, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Sub Purchaser shall cause to be delivered deliver to the Company the consideration required to be delivered in exchange for the Top-Up Option Shares being purchased pursuant in an aggregate amount equal to the purchase price specified in the Top-Up OptionNotice Receipt, and the Company shall cause to be issued and delivered to Acquisition Sub the Purchaser a certificate or certificates representing such the Top-Up Option Shares. Such certificates shall include any legends that are required by applicable Law. The parties hereto agree to use their reasonable best efforts to cause Purchaser acknowledges that 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition Sub may acquire upon exercise of the Top-Up Option will shall not be registered under the Securities Act Act, and will shall be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub The Purchaser agrees that the Top-Up Option Option, and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will shall be acquired by Acquisition Sub the Purchaser for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof (within the meaning of the Securities Act. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws).

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub the Purchaser an option (the “Top-Up Option”), exercisable only upon the terms and subject to the conditions set forth in this Section 2.4herein, to purchase that from the Company at a price per share equal to the Offer Price an aggregate number of authorized and unissued newly issued shares of Company Shares Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Shares Common Stock that, when added to the number of shares of Company Shares beneficially Common Stock owned by Parent and/or Acquisition Sub and the Purchaser at the time of such exercise, shall constitute 100 Company Shares one share more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days then outstanding (after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming giving effect to the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price); provided, however, that the Top-Up Option shall not be exercisable unless unless, (i) the Minimum Condition shall have been satisfied and (ii) immediately after such exercise and the issuance of shares of Company Shares Common Stock pursuant thereto, Acquisition Sub the Purchaser reasonably believes that the Short Form Threshold would own more than 90% of the Company Shares then outstanding be reached (assuming the issuance of the Top-Up Option Shares); and provided provided, further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then total authorized and unissued shares Shares. Upon Parent’s request, the Company shall use commercially reasonable efforts to cause its transfer agent to certify in writing to Parent the number of Shares 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 Option Shares. The Purchaser shall pay the Company Common Stock the aggregate par value of the Top-Up Option Shares in cash and the balance of the aggregate price required to be paid for the Top-Up Option Shares by delivery of a promissory note (the “Promissory Note”). The Promissory Note shall be full recourse against Parent and Purchaser, be due one year from the date the Top-Up Option Shares are issued and bear interest at a per annum rate equal to the prime lending rate prevailing from time to time during such period as published in The Wall Street Journal and may be prepaid at any time without premium or (B) if penalty. Parent, the Purchaser and the Company acknowledge and agree that, in any applicable Law 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 Parent or the Purchaser of the Top-Up Option, any applicable Order shall prohibit the Shares issued upon exercise of the Top-Up Option or the delivery of the Top-Up Option SharesPromissory Note. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub The Purchaser may exercise the Top-Up OptionOption on one or more occasions, in whole but not or in part, at any one time after the Appointment Acceptance Time and prior to the earlier to occur of (i) the Effective Time and (ii) the valid termination of this Agreement in accordance with its termsAgreement. The aggregate purchase price payable parties acknowledge and agree that for all purposes of this Agreement and Annex I, any listing rule or requirement of any national securities exchange shall not be deemed to prohibit or make illegal the exercise of the Top-Up Option Shares being purchased by Acquisition Sub pursuant to or the issuance of the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltyShares. (c) In Each time that the event Acquisition Sub Purchaser wishes to exercise the Top-Up Option, Acquisition Sub the Purchaser shall deliver send to the Company a written notice (a “Top-Up Exercise Notice”) specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares that the Purchaser wishes to receive, and the place, time and date for the closing of the purchase and sale pursuant to the Top-Up Option (the “Top-Up Closing”). The Company shall, promptly after receipt of the Top-Up Exercise Notice”) setting forth (i) , deliver a written notice to the Purchaser confirming the number of Top-Up Option Shares that Acquisition Sub intends to and the aggregate purchase pursuant to price therefor (the “Top-Up Notice Receipt”). At the Top-Up OptionClosing, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Sub Purchaser shall cause to be delivered deliver to the Company the consideration required to be delivered in exchange for the Top-Up Option Shares being purchased pursuant in an aggregate amount equal to the purchase price specified in the Top-Up OptionNotice Receipt, and the Company shall cause to be issued and delivered to Acquisition Sub the Purchaser a certificate or certificates representing such the Top-Up Option Shares. The parties hereto agree to use their reasonable best efforts to cause Such certificates may include any legends that are required by applicable Law. Parent and the closing of Purchaser acknowledge that the purchase of such Top-Up Option Shares to occur on which Parent or 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition Sub Purchaser may acquire upon exercise of the Top-Up Option will shall not be registered under the Securities Act Act, and will shall be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees Purchaser agree that the Top-Up Option Option, and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option Option, if any, are being and will shall be acquired by Acquisition Sub the Purchaser for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof (within the meaning of the Securities Act. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws).

Top-Up Option. (a) The Company hereby irrevocably grants to Parent and Acquisition Sub an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and subject to the conditions set forth in this Section 2.4Agreement, to purchase that from the Company an aggregate number of authorized and unissued newly issued shares of Company Shares (the “Top-Up Option Shares”) Common Stock equal to the lowest lesser of (i) the number of shares of Company Shares Common Stock that, when added to the number of shares of Company Shares beneficially Common Stock owned by Parent and/or or Acquisition Sub or any other Subsidiaries of Parent at the time of such exercise, shall constitute 100 Company Shares more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase exercise of the Top-Up Option Shares upon Option, constitutes at least one (1) share of Company Common Stock more than ninety percent (90%) of the vesting, conversion or exercise Adjusted Outstanding Share Number immediately after the issuance of all shares of Company Common Stock subject to the Top-Up Option, or (ii) the aggregate number of shares of Company Common Stock that the Company is authorized to issue under its articles of incorporation but that are not issued and outstanding options, warrants, convertible (and are not reserved or exchangeable securities and similar rights, regardless subscribed for or otherwise committed to be issued) at the time of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal Option. The obligation of the Company to the Offer Price; provided, however, that issue and deliver shares pursuant to the Top-Up Option shall not be exercisable unless immediately after such exercise and is subject only to the issuance condition that no legal restraint (other than any listing requirement of Company Shares pursuant thereto, Acquisition Sub would own more than 90% any securities exchange) that has the effect of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit preventing the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the issuance and delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may of such exercise the shall be in effect. (b) The Top-Up OptionOption may be exercised by Parent or Acquisition Sub, in whole but not or in part, at any one time at or within five (5) Business Days after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its termsAcceptance Time. The aggregate purchase price payable for the Top-Up Option Shares shares of Company Common Stock being purchased by Parent or Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares shares by an amount equal to the Offer Price, without interestPer Share Cash Election Consideration. Such purchase price may be paid by Parent or Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued note, secured to the extent required by the Acquisition Sub California Legal Requirements, having a principal amount equal to the remainder of such purchase price, or by any combination of the foregoing. Any such promissory note shall bear interest at a the rate of 3% per annum equal to the prime lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstandingannum, as published in The Wall Street Journal, calculated on a daily basis shall mature on the outstanding principal amount first anniversary of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, execution thereof and may be prepaid without premium or penalty. (c) In the event Parent or Acquisition Sub wishes to exercise the Top-Up Option, Parent or Acquisition Sub shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Option Shares shares of Company Common Stock that Parent or Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Parent or Acquisition Sub intends to pay the applicable purchase exercise price and (iii) the place place, date and time at which the closing of the purchase of such Top-Up Option Shares shares of Company Common Stock by Parent or Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Sharessuch shares of Company Common Stock, Parent and or Acquisition 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 Optionsuch shares, and the Company shall cause to be issued to Parent or Acquisition Sub (as the case may be) a certificate representing such 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 shares or, at Parent or Acquisition Sub’s request or otherwise if the Company pursuant to Section 11.2does not then have certificated shares, 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 applicable number of the DGCL and as contemplated uncertificated shares represented by Section 8.3(c) as close in time as possible to book-entry (including, to the extent possible, on the same day as) the issuance of the Top“Book-Up Option Entry Shares”). (d) Parent and Acquisition Sub understand acknowledge that the Company Top-Up Option Shares which Acquisition that Merger Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act Act, and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition Sub is, or will be upon the purchase of the Top-Up Option Sharesshares, an “accredited investorAccredited Investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Acquisition Sub for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof within the meaning in violation of the Securities Act. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Merger Sub an option (the “Top-Top Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.41.4, to purchase that number of authorized and unissued shares of Company Shares Common Stock (the “Top-Top Up Option Shares”) equal to the lowest number of shares of Company Shares Common Stock that, when added to the number of Company Shares beneficially directly or indirectly owned by Parent and/or Acquisition Sub at the time of such exercise, shall constitute 100 Company Shares one share more than 90% of the Company Fully Diluted Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days (after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming giving effect to the issuance of the Top-Top Up Option Shares) at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Top Up Option be exercisable (A) for a number of shares of Company Shares Common Stock in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if including as authorized and unissued shares of Company Common Stock, for purposes of this Section 1.4, any applicable Law or any applicable Order shall prohibit shares held in the exercise treasury of the Top-Up Option or the delivery of the Top-Up Option SharesCompany.) (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Merger Sub may exercise the Top-Top Up Option, in whole but not or in part, provided that upon exercise of the Top Up Option, Parent will directly or indirectly own one share more than 90% of the Company Shares (after giving effect to the issuance of the Top Up Option Shares), at any one time after the Appointment Time consummation of the Offer and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) In the event Acquisition that Merger Sub wishes to exercise the Top-Top Up Option, Acquisition Sub it shall deliver to notify the Company a notice (the “Top-Up Notice”) setting in writing, and shall set forth in such notice: (i) the number of Top-shares of Company Common Stock that will be owned by Parent and Merger Sub immediately preceding the purchase of the Top Up Option Shares, (ii) the number of Top Up Shares that Acquisition Merger Sub intends to purchase pursuant to the Top-Top Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At for the closing of the purchase of the Top-Top Up Option Shares by Merger Sub, which shall not be more than five Business Days after delivery of such notice (the “Top Up Closing”). At the Top Up Closing, Parent or Merger Sub shall pay the Company the aggregate purchase price for the Top Up Option Shares (calculated by multiplying the number of such Top Up Option Shares by the Offer Price) through the issuance of a promissory note, bearing simple interest at five percent per annum and due on the first anniversary of the Top Up Closing for the purchase price of such Top Up Option Shares, Parent and Acquisition 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 Acquisition Merger Sub a certificate representing such 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Top Up Option Shares. (dc) Parent and Acquisition Merger Sub understand acknowledge that the shares of Company Shares which Acquisition Common Stock that Merger Sub may acquire upon exercise of the Top-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 Acquisition Merger Sub represent and warrant to the Company that Acquisition Merger Sub is, or will be upon the purchase of the Top-Top Up Option Shares, an “accredited investor,” ”, as defined in Rule 501 of Regulation D promulgated under the Securities Act. Acquisition Merger Sub agrees that the Top-Top Up Option and the Top-Top Up Option Shares to be acquired upon exercise of the Top-Top Up Option are being and will be acquired by Acquisition 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 Option Shares shall include any legends required by applicable securities Laws).

Top-Up Option. (a) The Subject to Section 1.4(b) and Section 1.4(c), the Company hereby irrevocably grants to Acquisition Sub the Buyer an assignable and irrevocable option (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.4, ) to purchase that from the Company the number of authorized and unissued shares of Company Shares Common Stock (the “Top-Up Option Shares”) equal to the lowest lesser of (i) the number of shares of Company Shares Common Stock that, when added to the number of shares of Company Shares beneficially Common Stock owned by Parent and/or Acquisition Sub at the time Buyer as of such exercise, shall constitute 100 Company Shares more than 90% of immediately prior to the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase exercise of the Top-Up Option Shares upon the vestingOption, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless constitutes one share more than ninety percent (90%) of the conversion or exercise price or other terms and conditions thereof (assuming the issuance number of the Top-Up Option Shares) at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance shares of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares Common Stock then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall ) or (ii) the Top-Up Option be exercisable (A) for a aggregate of the number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock held as treasury shares by the Company and its Subsidiaries and the number of shares of Company Common Stock that the Company is authorized to issue under its certificate of incorporation but that are not issued and outstanding (and are not reserved for issuance pursuant to the exercise of Company Stock Options or (BCompany Warrants) if any applicable Law or any applicable Order shall prohibit as of immediately prior to the exercise of the Top-Up Option or the delivery of the Top-Up Option SharesOption. (b) Provided that no applicable Law or Order shall prohibit the exercise of the The Top-Up Option or may be exercised by the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up OptionBuyer, in whole but not or in part, at any one time at or after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its termsAcceptance Time. The aggregate purchase price payable for the each Top-Up Option Shares being purchased by Acquisition Sub pursuant Share shall consist of an amount equal to the Offer Consideration (the “Initial Top-Up Option shall be determined by multiplying the number of such Payment”). The aggregate Initial Top-Up Option Shares by the Offer Price, without interest. Such purchase price Payment may be paid by Acquisition Subthe Buyer, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub having a principal amount equal to the remainder such payment, or by any combination of cash and such purchase pricepromissory note. Any such promissory note shall bear interest at a the applicable federal rate per annum equal to the prime lending rate prevailing during the period in which any portion determined under Section 1274(d) of the principal amount Internal Revenue Code, shall mature on the first anniversary of the date of execution and delivery of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) In the event Acquisition Sub that the Buyer wishes to exercise the Top-Up Option, Acquisition Sub it shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Option Shares that Acquisition Sub it intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub it intends to pay the applicable purchase price Initial Top-Up Payment and (iii) the place and time at which the closing of the purchase of such the Top-Up Option Shares by Acquisition Sub the Buyer is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Sub the Buyer shall cause to be delivered to the Company the consideration required to be delivered in exchange for the such Top-Up Option Shares being purchased pursuant to the Top-Up OptionShares, and the Company shall cause to be issued to Acquisition Sub the Buyer a certificate representing such Top-Up Option Shares. shares. (d) The parties hereto agree to use their reasonable best efforts to cause Buyer and Merger Sub acknowledge that 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition Sub Buyer 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 The Buyer and Acquisition Merger Sub represent and warrant to the Company that Acquisition Sub the Buyer is, or will be upon the purchase of the Top-Up Option Shares, an “accredited investor,” Accredited Investor”, as defined in Rule 501 of Regulation D promulgated under the Securities Act. Acquisition Sub The Buyer agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Acquisition Sub the Buyer for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof within the meaning in violation of the Securities Act. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub Parent and Purchaser an irrevocable option (the “Top-Up Option”)) to purchase, exercisable only upon for the terms and conditions set forth in this Section 2.4Offer Price, to purchase that a number of authorized and unissued shares of Company Shares Common Stock (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially owned by Parent and/or Acquisition Sub at and Purchaser immediately prior to the time of such exerciseexercise of the Top-Up Option, shall constitute 100 constitutes one share of Company Shares Common Stock more than 90% of the number of shares of Company Shares outstanding, assuming the issuance of all Company Shares Common Stock that are issuable within ten Business Days will be outstanding immediately after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares up to a maximum of 6,157,423 Shares) . The Top-Up Option may be exercised by Parent or Purchaser, in whole or in part, at a price per share equal to any time not more than five Business Days after the Offer PriceExpiration Time; provided, however, that the obligation of the Company to deliver Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit upon the exercise of the Top-Up Option or is subject to the delivery conditions that (A) the number of Shares owned by Parent and Purchaser immediately prior to the time of exercise of the Top-Up Option Shares. constitutes no less than 87.5% of the number of shares of Company Common Stock outstanding immediately prior to the time of exercise of the Top-Up Option, (bB) Provided that the conversion of the Five Star Note shall have occurred, (C) no provision of any applicable Law and no judgment, injunction, order or Order 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 thereofof such exercise, Acquisition Sub (D) the issuance of the Top-Up Option Shares will not cause the Company to have more shares of Company Common Stock issued or reserved for issuance than are authorized by the Company’s certificate of incorporation, and (E) Purchaser has accepted for payment all shares of Company Common Stock validly tendered in the Offer and not withdrawn. The parties shall cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished consistent with all applicable legal requirements of all Governmental Authorities, including compliance with an applicable exemption from registration of the Top-Up Option Shares under the Securities Act. (b) The Company shall, as soon as practicable following receipt of notice from Parent or Purchaser as the case may be of their exercise of the Top-Up Option, in whole but not in part, at any one time after notify Parent and Purchaser of the Appointment Time number of shares of Company Common Stock then outstanding and prior to the earlier to occur number of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its termsTop-Up Option Shares. The aggregate closing of the purchase price payable for of the Top-Up Option Shares being purchased will take place at a time and on a date to be specified by Acquisition Sub pursuant Parent or Purchaser, which shall be no later than one Business Day after the exercise of the Top-Up Option, at the offices of ▇▇▇ ▇▇▇▇▇▇ LLP, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ between 41st and 42nd Streets, New York, New York 10036, unless another time, date or place is specified by Parent or Purchaser, Parent or Purchaser, as the case may be, shall pay the Company an amount equal to the Offer Price multiplied by the number of Top-Up Option Shares (the “Top-Up Consideration”), and the Company shall, at Parent’s or Purchaser’s request, cause to be issued to Parent or Purchaser a certificate representing the Top-Up Option shall be determined by multiplying Shares. To the number of such extent permissible under applicable Law, the Top-Up Option Shares by the Offer Price, without interest. Such purchase price Consideration may be paid by Acquisition Sub, at its election, either (A) entirely in cash Purchaser or (B) in cash in an amount equal to the aggregate par value of the purchased Top-Up Option Shares and Parent by executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub having a principal amount equal to the remainder balance of such the aggregate cash purchase priceprice for the Top-Up Shares. Any such promissory note shall bear interest at a the rate of interest per annum equal to the rate of interest publicly announced by JPMorgan Chase, in the City of New York, at the time such note is paid as such bank’s prime lending rate prevailing during rate, shall mature on the period in which any portion first anniversary of the principal amount date of execution and delivery of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) 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 number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition 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 Acquisition Sub a certificate representing such 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws.

Top-Up Option. (a) The Subject to Sections 1.6(b) and 1.6(c), the Company hereby irrevocably grants to Parent and Acquisition Sub an assignable and irrevocable option (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.4, ) to purchase that from the Company at a per share price equal to the Per Share Amount, the number of authorized and unissued newly-issued Company Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially owned by Parent and/or or Acquisition Sub at the time of such exerciseexercise of the Top-Up Option, shall constitute 100 Company Shares more than 90constitutes 91% of the number of Company Shares outstanding, assuming that would be outstanding immediately after the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of Stock subject to the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal to the Offer PriceOption); provided, however, that (x) the Top-Up Option shall not be exercisable unless unless, immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub the Short Form Threshold (as defined in Section 5.4(b)) would own more than 90% of the Company Shares then outstanding be reached (assuming the issuance of the Top-Up Option Shares); and provided further, (y) that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then total authorized and unissued shares of Company Common Stock or Shares. (Bb) if any applicable Law or any applicable Order Provided that no Legal Requirement shall prohibit the granting or exercise of the Top-Up Option or the delivery issuance of Company Shares pursuant to such exercise, the Top-Up Option Shares. (b) Provided that no applicable Law may be exercised by Parent or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Option, in whole but not in partSub, at any one time at or after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its termsAcceptance Time. The aggregate purchase price payable for the Top-Up Option Company Shares being purchased by Parent or Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares shares by the Offer Price, without interestPer Share Amount. Such purchase price may be paid by Parent or Acquisition Sub, at its election, either (A) entirely in cash or (B) by paying in cash in an amount equal to not less than the aggregate par value of the purchased Top-Up Option Shares such shares and by executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub having a principal amount equal to the remainder balance of such purchase price. Any such promissory note shall bear simple interest at a the rate of 3% per annum equal to the prime lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltyannum. (c) In the event Parent or Acquisition Sub wishes to exercise the Top-Up Option, Parent or Acquisition Sub shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Option Company Shares that Parent or Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Parent or Acquisition Sub intends to pay the applicable purchase exercise price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Company Shares by Parent or Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option such Company Shares, Parent and or Acquisition 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 Optionsuch shares, and the Company shall cause to be issued to Parent or Acquisition Sub (as the case may be) a certificate representing such Top-Up Option Sharesshares. The parties hereto agree to use their reasonable best efforts to cause the closing obligation of the purchase of Company to issue 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act and shares will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant subject to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Acquisition Sub for the purpose of investment and not compliance with a view to or for resale in connection with any distribution thereof within the meaning of the Securities Act. Any certificates evidencing Top-Up Option Shares shall include any legends required by all applicable securities Lawsregulatory requirements.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Parent and Merger Sub an irrevocable option (the “Top-Up Option”) to purchase, at a price per share equal to the Per Share Amount (the “Per Common Share Price”), exercisable only upon the terms and conditions set forth in this Section 2.4, up to purchase that number of authorized and unissued Company Shares newly issued shares of Common Stock (the “Top-Up Option Shares”) equal not to the lowest number exceed 19.9% of Company Shares that, when added to the number of Company Shares beneficially owned shares of Common Stock outstanding on the Acceptance Date such that the sum of (A) the number of shares of Common Stock owned, directly or indirectly, by Parent and/or Acquisition or Merger Sub at the time of exercise of the Top-Up Option (excluding shares of Common Stock tendered in the Offer pursuant to guaranteed delivery procedures as to which delivery has not been completed as of the time of exercise of the Top-Up Option) and (B) such exercise, shall constitute 100 Company number of Top-Up Option Shares equals one share of Common Stock more than 90% of the Company Shares outstanding, assuming sum of (x) the total number of shares of Common Stock outstanding immediately after the issuance of the Top-Up Option Shares and (y) the total number of shares of Common Stock that are issuable within ten Business Days after the issuance of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof but not giving effect to any shares of Common Stock reserved for issuance pursuant to the Rights, to the extent the Rights Agreement is then in effect. The Top-Up Option may be exercised once during the 20 Business Day period following the Acceptance Date; 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 (i) no provision of any applicable Law shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of such exercise, (ii) the issuance of Top-Up Option Shares pursuant to the Top-Up Option would not require approval by the Company’s stockholders under applicable Law, (iii) immediately after the exercise of the Top-Up Option and issuance of the Top-Up Option Shares, the number of shares of Common Stock owned, directly or indirectly, by Parent or Merger Sub (excluding shares of Common Stock tendered in the Offer pursuant to guaranteed delivery procedures as to which delivery has not been completed as of the time of exercise of the Top-Up Option) constitutes one share of Common Stock more than 90% of the total outstanding shares of Common Stock and (iv) the number of Top-Up Option Shares issued pursuant to the Top-Up Option shall in no event exceed the number of authorized and unissued shares of Common Stock not otherwise reserved for issuance for outstanding Company Stock Options or other obligations of the Company. The Parties 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 of 1933, as amended (the “Securities Act”). Parent and Merger Sub acknowledge that the shares of Common Stock that Merger 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 thereunder for transactions not involving a public offering. Parent and Merger Sub each agree that the Top-Up Option and the Top-Up Option Shares are being and will be acquired by Merger Sub for its own account, 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). (b) Upon the exercise of the Top-Up Option in accordance with Section 1.3(a), Merger Sub shall so notify the Company and shall set forth in such notice (i) the number of shares of Common Stock expected to be owned, directly or indirectly, by Parent or Merger Sub immediately preceding the purchase of the Top-Up Option Shares and (ii) a place and time selected by Merger Sub for the closing of the purchase of the Top-Up Option Shares with the time for the closing being not more than five Business Days after the exercise of the Top-Up Option. The Company shall, as soon as practicable following receipt of such notice, notify Merger Sub of the sum of (1) the number of shares of Common Stock then outstanding and (2) the total number of shares of Common Stock that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) 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 number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Merger Sub shall cause to be delivered to pay the Company the consideration required to be delivered in exchange aggregate purchase price payable for the Top-Up Option Shares being purchased pursuant to the Top-Up Optionthis Section 1.3, and the Company shall cause to be issued to Acquisition Merger Sub a certificate representing such the Top-Up Option Shares. The parties hereto agree to use their reasonable best efforts to cause aggregate purchase price payable for the closing of the purchase of such Top-Up Option Shares may be paid either (i) entirely in cash or (ii) at the election of Merger Sub or Parent, by paying in cash an amount equal to occur on not less than 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance aggregate par value of the Top-Up Option Shares. (d) Parent Shares and Acquisition by Merger Sub understand that the Company Shares which Acquisition Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act executing and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant delivering to the Company that Acquisition Sub is, or will be upon an unsecured promissory note having a principal amount equal to the balance of the aggregate purchase of price for the Top-Up Option Shares. Any such promissory note shall bear interest at the rate of interest of 5.0% per annum and shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid at any time and from time to time, an “accredited investor,” as defined in Rule 501 whole or in part, without premium or penalty. (c) In the event of Regulation D promulgated any change in the number of shares of outstanding 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 Securities Act. Acquisition Sub agrees that the Top-Up Option and Option, the number of Top-Up Option Shares and the Per Common Share Price shall be adjusted appropriately so as to be acquired upon exercise of restore Merger Sub to its rights hereunder with respect to the Top-Up Option are being and will Option; provided, however, that nothing in this Section 1.3 shall be acquired construed as permitting the Company to take any action or enter into any transaction otherwise prohibited 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Lawsthis Agreement.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub Merger Subsidiary an option (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.42.04, to purchase that number of authorized and unissued Company Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially directly or indirectly owned by Parent and/or Acquisition Sub or Merger Subsidiary at the time of such exercise, shall constitute 100 Company Shares one share more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all then outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-—Up Option be exercisable (A) for a number of Company Shares (i) that would require the Company to obtain shareholder approval under the Marketplace Rules of Nasdaq to issue the Top-Up Option Shares, or (ii) in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) giving effect to Company Shares reserved for issuance under the Company Stock Plans as if any applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Sharessuch shares were outstanding). (b) Provided that no applicable Applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub Merger Subsidiary may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time consummation of the Offer and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) 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 number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition 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 Acquisition Sub a certificate representing such 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand Subsidiary acknowledge that the Company Shares which Acquisition Sub Merger Subsidiary may acquire upon exercise of the Top-Up Option will not be registered under the Securities 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Acquisition Sub Merger Subsidiary represent and warrant to the Company that Acquisition Sub Merger Subsidiary 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 1933 Act. Acquisition Sub Merger Subsidiary agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Acquisition 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws).

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.4, ) to purchase from the Company up to that number of authorized and unissued Company Shares newly issued shares of Common Stock (the “Top-Up Option Shares”) equal to the lowest lesser of (i) the number of Company Shares shares of Common Stock that, when added to the number of Company Shares beneficially owned by Parent and/or Acquisition and Merger Sub at the time of such exercise, shall constitute 100 Company Shares one Share more than 90% the number of Shares necessary for Merger Sub to be merged into the Company pursuant to Section 253 of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days DGCL (after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming giving effect to the issuance of the Top-Up Option Shares), and (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 or reserved for issuance) at a price the time of exercise of the Top-Up Option, in each case, for consideration per share Top-Up Option Share equal to the Offer Price. (b) The Top-Up Option shall be exercisable, in whole or in part, any time at or after the Acceptance Time (the “Purchase Date”); provided, however, that the Top-Up Option shall not only be exercisable unless immediately after such exercise and if the issuance of Company Shares pursuant theretoMinimum Tender Condition has been satisfied and, Acquisition Sub would own more than 90% of notwithstanding anything in this Agreement to the Company Shares then outstanding (assuming the issuance of contrary, the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) terminate concurrently with the termination of this Agreement in accordance with its terms. (c) In the event that Merger Sub wishes to exercise the Top-Up Option, Merger Sub shall give the Company written notice specifying the number of shares of Common Stock that Merger Sub and its Affiliates own immediately preceding the exercise of the Top-Up Option, the manner in which Merger Sub intends to pay the applicable exercise price and the place and a time for the closing of such purchase. The aggregate Company shall, promptly following receipt of such notice, deliver written notice to Merger Sub specifying the number of Top-Up Option Shares to be issued and the consideration due in exchange therefor, calculated in accordance with Section 1.4(a). At the closing of the purchase price payable for the Top-Up Option Shares being purchased by Acquisition Shares, Merger Sub pursuant to shall pay the Top-Up Option shall be determined by multiplying Company the number of consideration due in exchange for such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (Ai) entirely in cash (by wire transfer or cashier’s check) or (Bii) in by delivery of cash in an amount equal to the aggregate par value of the purchased Top-Up Option Shares and by executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) 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 number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares (by Acquisition Sub is wire transfer or cashier’s check) plus a promissory note for the balance due having full recourse to take place. At Parent, bearing interest at the closing rate of three percent (3%) per annum, maturing on the first anniversary of the purchase date of the Topexecution and delivery of such promissory note and being pre-Up Option Shares, Parent payable without penalty and Acquisition 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 Optionhaving no other material terms, and the Company shall cause deliver to be issued to Acquisition Merger Sub a certificate representing such Top-Up Option Shares or, upon 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. The parties hereto agree Company Board has determined that such consideration for the Top-Up Option Shares 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(c) the Top-Up Option Shares shall be validly issued, fully paid and non-assessable. (d) Notwithstanding anything to use their reasonable best efforts to cause the closing contrary contained herein, each of Parent, Merger Sub and the Company acknowledges and agrees that, in any appraisal proceeding under Section 262 of the purchase DGCL with respect to shares of Common Stock held by Dissenting Stockholders, the Top-Up Option, the Top-Up Option Shares or any cash or promissory note delivered by Merger Sub to the Company in payment for such Top-Up Option Shares to occur on shall not be taken into account in connection with the same day that determination of the Top-Up Notice is deemed received fair value of the shares of Common Stock held 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 Dissenting Stockholders in accordance with Section 253 262 of the DGCL and as contemplated by Section 8.3(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option SharesDGCL. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws.

Top-Up Option. (a) The Subject to Sections 2.03(b) and 2.03(c), the Company hereby irrevocably grants to Acquisition Sub Parent and Purchaser an option (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.4, ) to purchase that from the Company the number of authorized and unissued Company newly-issued Shares (the “Top-Up Option Shares”) equal to the lowest lesser of (i) the number of Company Shares that, when added to the number of Company Shares beneficially owned collectively by Parent and/or Acquisition Sub and Purchaser at the time of such exercise, shall constitute 100 Company Shares more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or Option, constitutes 91% of the delivery number of Shares that would be outstanding immediately after the issuance of all Shares subject to the Top-Up Option Shares. or (bii) Provided the aggregate number of Shares that no applicable Law 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 Order shall prohibit otherwise committed to be issued) at the time of exercise of the Top-Up Option or the delivery of the Option. (b) The Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Option, be exercised by Parent or Purchaser in whole but not or in part, at any one time at or after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement Acceptance Time, in accordance with its termssole discretion. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub Parent or Purchaser pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares shares by the Offer Price, without interestPer Share Amount. Such purchase price may be paid by Acquisition SubParent or Purchaser, at its election, either (A) entirely in cash or (Bi) in cash in an amount equal to the aggregate par value of the purchased Top-Up Option Shares and cash, (ii) by executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub having a principal amount equal to the remainder of such purchase priceprice or (iii) any combination thereof. Any such promissory note shall bear interest at a the rate of 3% per annum equal to annum, shall mature on the prime lending rate prevailing during the period in which any portion first anniversary of the principal amount date of execution and delivery of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) In the event Acquisition Sub Parent or Purchaser wishes to exercise the Top-Up Option, Acquisition Sub Parent or Purchaser shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Option Shares that Acquisition Sub Parent or Purchaser intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub Parent or Purchaser intends to pay the applicable purchase exercise price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub Parent or Purchaser is to take place. At the closing of the purchase of the Top-Up Option such Shares, Parent and Acquisition Sub or Purchaser 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 Optionsuch Shares, and the Company shall cause to be issued to Acquisition Sub Parent or Purchaser (as the case may be) a certificate representing such Top-Up Option Sharesshares. The parties hereto agree to use their reasonable best efforts to cause the closing obligation of the purchase of Company to issue 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant subject to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Acquisition Sub for the purpose of investment and not compliance with a view to or for resale in connection with any distribution thereof within the meaning of the Securities Act. Any certificates evidencing Top-Up Option Shares shall include any legends required by all applicable securities Lawsregulatory requirements.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub Purchaser an irrevocable option (the “Top-Up Option”), exercisable only once upon the terms and subject to the conditions set forth in this Section 2.4herein, to purchase that at the Offer Price an aggregate number of authorized and unissued Company Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially owned by Parent and/or Acquisition Sub Parent, Purchaser and their Affiliates at the time of such exercise, shall constitute 100 Company Shares one Share more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days Short Form Threshold (after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming giving effect to the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price); provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then number of authorized but unissued Shares as of immediately prior to the issuance of the Top-Up Shares; provided, further, that the Top-Up Option shall terminate upon the earlier of: (x) the fifth (5th) Business Day after the later of (1) the Expiration Date and unissued shares (2) the expiration of any “subsequent offering period”; and (y) the termination of this Agreement in accordance with its terms. (b) The obligation of the Company Common Stock or to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (Bi) if no provision of any applicable Law (other than the applicable listing and corporate governance rules and regulations of the NASD, which shall not apply for purposes of this Section 1.8) and no judgment, injunction, Order or any applicable Order decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. Shares in respect of such exercise, (bii) Provided that no applicable Law or Order shall prohibit the upon exercise of the Top-Up Option or Option, the delivery number of Shares owned by Parent, Purchaser and their Affiliates will constitute one (1) Share more than the Short Form Threshold, and (iii) Purchaser has accepted for payment all Shares validly tendered in the Offer and not properly withdrawn. The parties shall cooperate to ensure that the issuance of the Top-Up Option Shares in respect thereofis accomplished consistent with all applicable legal requirements of all Governmental Entities, Acquisition Sub may including 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, in whole but not in part, at any one time after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option Purchaser shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering send to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) In the event Acquisition Sub wishes to exercise the Top-Up Option, Acquisition Sub shall deliver to the Company a written notice (the a “Top-Up Exercise Notice”) setting forth specifying (i) the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Optionshall be owned by Parent, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price Purchaser and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of their Affiliates immediately preceding the purchase of the Top-Up Option SharesShares and (ii) the place, Parent time and Acquisition Sub 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 cause to be delivered to pay the Company Company, in the consideration manner set forth in Section 1.8(d) hereof, the aggregate price required to be delivered in exchange paid for the Top-Up Option Shares being purchased pursuant Shares, in an aggregate principal amount equal to that specified in the Top-Up OptionNotice Receipt, and the Company shall cause to be issued and delivered to Acquisition Sub Purchaser a certificate or certificates representing such 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 Shares or, at Purchaser’s request or otherwise if the Company pursuant to Section 11.2does not then have certificated Shares, and if not so consummated on such day, as promptly thereafter as possiblethe applicable number of Book-Entry Shares. The parties further agree to use their reasonable best efforts to cause Such certificates or Book-Entry Shares may include any legends that are required by applicable Law. (d) Purchaser may pay the Merger Company the aggregate price required to be consummated paid for the Top-Up Shares either (i) entirely in accordance with Section 253 of cash or (ii) at Purchaser’s election, by (x) paying in cash an amount equal to not less than the DGCL and as contemplated by Section 8.3(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance aggregate par value of the Top-Up Option 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 Purchaser and (i) shall bear interest at a market rate of interest per annum, payable in arrears at the end of one (1) year, (ii) shall mature on the first (1st) anniversary of the date of execution and delivery of such Promissory Note and (iii) may be prepaid, in whole or in part, without premium or penalty. (de) Parent and Acquisition Sub understand Purchaser acknowledge that the Company Shares which Acquisition Sub Purchaser may acquire upon exercise of the Top-Up Option will shall not be registered under the Securities Act and will shall be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition 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 Option, if any, are being and will shall be acquired by Acquisition 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 Option Shares shall include any legends required by applicable securities Laws).

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub the Purchaser an option (the “Top-Up Option”), exercisable only upon the terms and subject to the conditions set forth in this Section 2.41.8, to purchase that at a price per share equal to the Offer Price an aggregate number of authorized and unissued Company Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially owned by Parent and/or Acquisition Sub and the Purchaser at the time of such exercise, shall constitute 100 Company Shares one share more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days then outstanding (after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming giving effect to the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price); provided, however, that the Top-Up Option shall not be exercisable unless unless, (i) the Minimum Condition shall have been satisfied and (ii) immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub the Purchaser reasonably believes that the Short Form Threshold would own more than 90% of the Company Shares then outstanding be reached (assuming the issuance of the Top-Up Option Shares); and provided provided, further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then total authorized and unissued shares Shares, excluding any Shares that are reserved or otherwise committed for issuance. Upon Parent’s request, the Company shall use commercially reasonable efforts to cause its transfer agent to certify in writing to Parent the number of Shares 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 Option Shares. The Purchaser shall pay the Company Common Stock the aggregate price required to be paid for the Top-Up Option Shares in cash for the amount equal to the aggregate par value of the Top-Up Option Shares, with the balance payable by delivery of a non-negotiable and non-transferable promissory note (the “Promissory Note”). The Promissory Note shall be secured by the Top-Up Option Shares, be full recourse against Parent and the Purchaser, be due one year from the date the Top-Up Option Shares are issued and bear interest at the rate of 5% per annum and may be prepaid without premium or penalty. (Bb) if any Provided that no applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery issuance of the Top-Up Option Shares in respect thereofpursuant thereto, Acquisition Sub or otherwise make such exercise or issuance illegal, the Purchaser may exercise the Top-Up OptionOption on one or more occasions, in whole but not or in part, at any one time after the Appointment Acceptance Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) In Each time that the event Acquisition Sub Purchaser wishes to exercise the Top-Up Option, Acquisition Sub the Purchaser shall deliver send to the Company a written notice (a “Top-Up Exercise Notice”) specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares that the Purchaser wishes to receive, and the place, time and date for the closing of the purchase and sale pursuant to the Top-Up Option (the “Top-Up Closing”). The Company shall, promptly after receipt of the Top-Up Exercise Notice”) setting forth (i) , deliver a written notice to the Purchaser confirming the number of Top-Up Option Shares that Acquisition Sub intends to and the aggregate purchase pursuant to price therefor (the “Top-Up Notice Receipt”). At the Top-Up OptionClosing, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Sub Purchaser shall cause to be delivered deliver to the Company the consideration required to be delivered in exchange for the Top-Up Option Shares being purchased pursuant in an aggregate amount equal to the purchase price specified in the Top-Up OptionNotice Receipt, and the Company shall cause to be issued and delivered to Acquisition Sub the Purchaser a certificate or certificates representing such the Top-Up Option Shares. The parties hereto agree to use their reasonable best efforts to cause Such certificates may include any legends that are required by applicable Law. Parent and the closing of Purchaser acknowledge that the purchase of such Top-Up Option Shares to occur on which Parent or 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition Sub Purchaser may acquire upon exercise of the Top-Up Option will shall not be registered under the Securities Act Act, and will shall be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees Purchaser agree that the Top-Up Option Option, and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option Option, if any, are being and will shall be acquired by Acquisition Sub the Purchaser for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof (within the meaning of the Securities Act. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws).

Top-Up Option. (ai) The Subject to Section 1.1(g)(ii) and Section 1.1(g)(iii) hereof, the Company hereby irrevocably grants to the Buyer and the Acquisition Sub an assignable and irrevocable option (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.4, ) to purchase that from the Company the number of authorized and unissued newly-issued shares of Company Shares (the “Top-Up Option Shares”) Common Stock equal to the lowest lesser of (i) the number of shares of Company Shares Common Stock that, when added to the number of shares of Company Shares beneficially Common Stock owned by Parent and/or the Buyer or the Acquisition Sub at the time of such exerciseexercise of the Top-Up Option, shall constitute 100 Company Shares constitutes more than 90% of the number of shares of Company Shares outstanding, assuming Common Stock that would be outstanding immediately after the issuance of all shares of Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of Common Stock subject to the Top-Up Option Shares upon the vesting, (determined on a “fully diluted basis” (which assumes conversion or exercise of all outstanding options, warrants, convertible or exchangeable derivative securities and similar rights, regardless of the conversion or exercise price price, the vesting schedule or other terms or conditions thereof)) and conditions thereof (assuming ii) the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a aggregate number of Company Shares in excess of the Company’s then authorized and unissued shares of Company 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 (Botherwise committed to be issued) if any applicable Law or any applicable Order shall prohibit at the time of exercise of the Top-Up Option or the delivery of the Option. (ii) The Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit may be exercised by the exercise of the Top-Up Option Buyer or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up OptionSub, in whole but not or in part, at any one time after following the Appointment Time Acceptance Time, so long as the total number of shares of Company Common Stock beneficially owned by the Acquisition Sub and prior to the earlier to occur Buyer constitutes at least 80% of (i) the Effective Time and (ii) the termination number of this Agreement in accordance with its termsshares of Common Stock outstanding. The aggregate purchase price payable for the Top-Up Option Shares shares of Common Stock being purchased by the Buyer or the Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares shares by the Common Offer Price, without interest. Such purchase price may be paid by the Buyer or the Acquisition Sub, at its election, either (A) entirely in cash or (B) by paying in cash in an amount equal to not less than the aggregate par value of the purchased Top-Up Option Shares such shares and by executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub having a principal amount equal on terms reasonably satisfactory to the remainder of such purchase price. Any such promissory note shall bear interest at a rate per annum equal to the prime lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltyCompany. (ciii) In the event the Buyer or the Acquisition Sub wishes to exercise the Top-Up Option, the Buyer or the Acquisition Sub shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Option Shares shares of Company Common Stock that the Buyer or the Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which the Buyer or the Acquisition Sub intends to pay the applicable purchase exercise price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares shares of Company Common Stock by the Buyer or the Acquisition Sub is to take place. At the closing of the purchase of such shares of Common Stock, the Top-Up Option Shares, Parent and Buyer or the Acquisition Sub shall cause to be delivered to the Company the consideration required to be delivered in exchange for such shares, which consideration shall be paid (i) in cash, by wire transfer or cashier’s check or (ii) by issuance by the Top-Up Option Shares being purchased pursuant Buyer or the Acquisition Sub, as applicable, to the Top-Up OptionCompany of a promissory note on terms reasonably satisfactory to the Company, and the Company shall cause to be issued to the Buyer or the Acquisition Sub (as the case may be) a certificate representing such Top-Up Option Sharesshares. The parties hereto agree to use their reasonable best efforts to cause the closing obligation of the purchase of Company to issue 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act and shares will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant subject to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Acquisition Sub for the purpose of investment and not compliance with a view to or for resale in connection with any distribution thereof within the meaning of the Securities Act. Any certificates evidencing Top-Up Option Shares shall include any legends required by all applicable securities Lawsregulatory requirements.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only upon on the terms and conditions set forth in this Section 2.41.3, to purchase at a price per share equal to the Offer Price paid in the Offer up to that number of authorized and unissued newly issued Company Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially owned by Parent and/or Acquisition Sub Buyer and its Subsidiaries at the time of such exerciseexercise of the Top-Up Option, shall constitute 100 Company Shares one share more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days outstanding immediately after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at Shares on a price per share equal to “fully diluted basis” (which assumes conversion or exercise of all derivative securities regardless of the Offer Priceconversion or exercise price, the vesting schedule or other terms and conditions thereof); provided, however, that (i) the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company Shares authorized (whether unissued or held in the treasury of the Company’s then authorized ) at the time of exercise of the Top-Up Option (giving effect to the Company Shares issuable pursuant to all then-outstanding stock options, restricted stock units and unissued any other rights to acquire Company Shares as if such shares of Company Common Stock or were outstanding) and (Bii) if any applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or and the issuance and delivery of the Top-Up Option Shares. Shares shall not be prohibited by any Law (bwhich, for the avoidance of doubt, shall not include the rules of NASDAQ) Provided that no applicable Law or Order shall prohibit the exercise judgment, order, writ, injunction, decree or award of the any Governmental Entity. The Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, shall be exercisable at any one time after following the Appointment Time Offer Closing and prior to the earlier to occur of (ia) the Effective Time and (iib) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for 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 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 delivery of the Top-Up Shares being purchased by Acquisition Sub in respect of such exercise shall be in effect. The parties hereto acknowledge and agree that, notwithstanding anything to the contrary herein, the failure to obtain approval of the Company’s shareholders of the issuance of Company Shares pursuant to the Top-Up Option as a result of applicable stock exchange listing requirements shall not cause any condition of the Offer not to be determined by multiplying met. Upon Buyer’s written request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Buyer the number of such Company Shares issued and outstanding as of immediately prior to the exercise of the Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (A) entirely in cash or (B) in cash in an amount equal after giving effect to the aggregate par value issuance of the purchased Top-Up Shares. Subject to the terms and conditions hereof, and for so long as this Agreement has not been terminated pursuant to the provisions hereof, the Company agrees that it shall maintain out of its existing authorized capital, free from preemptive rights, sufficient authorized but unissued Company Shares issuable pursuant to this Agreement so that the Top-Up Option Shares and by executing and delivering may be exercised, after giving effect to the Company a full recourse unsecured promissory note issued by the Acquisition Sub having a principal amount equal Shares issuable pursuant to the remainder of all other then-outstanding stock options, restricted stock units and any other rights to acquire Company Shares as if such purchase price. Any such promissory note shall bear interest at a rate per annum equal to the prime lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains shares were outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (cb) 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, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”). In the event Acquisition Merger Sub wishes to exercise the Top-Up Option, Acquisition Merger Sub shall deliver to give the Company a notice (the “Top-Up Notice”) setting forth prior written notice, specifying (i) the number of Company Shares owned by Buyer and its Subsidiaries at the time of such notice and (ii) a place and a time for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Merger Sub specifying, based on the information provided by Merger Sub in its notice, the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take placeShares. At the closing of the purchase of Top-Up Shares, the purchase price owed by Merger Sub to the Company therefor shall be paid to the Company by issuance by Merger Sub to the Company of a non-negotiable and non-transferable promissory note, secured by the Top-Up Option SharesShares and bearing compounding interest at 5% per annum, Parent with principal and Acquisition Sub shall cause to be delivered to interest due one year after the Company the consideration required to be delivered in exchange for purchase of the Top-Up Option Shares being purchased pursuant to the Top-Up OptionShares, and the Company shall cause to be issued to Acquisition Sub a certificate representing such Top-Up Option Sharesprepayable in whole or in part without premium or penalty. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of such the Top-Up Option Shares to occur on the same day that the Top-Up Notice such notice is deemed received by the Company pursuant to Section 11.2Company, 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 14-2-1104 of the DGCL GBCC and as contemplated by Section 8.3(c) without a meeting of shareholders as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws.

Top-Up Option. (a) The Company hereby irrevocably grants to Parent and Acquisition Sub an irrevocable option (the “Top"TOP-Up Option”)UP OPTION") to purchase, exercisable only upon the terms and conditions set forth in this Section 2.4, to purchase that number of authorized and unissued Company Shares (the “Top-Up Option Shares”) at a price per share equal to the lowest Per Share Amount, a number of shares of Company Shares Common Stock (the "TOP-UP OPTION SHARES") that, when added EXECUTION VERSION to the number of shares of Company Shares beneficially Common Stock owned by Parent, Acquisition Sub or any wholly-owned Subsidiary of Parent and/or or Acquisition Sub at the time of such exerciseexercise of the Top-Up Option, shall constitute 100 constitutes one share of Company Shares Common Stock more than 90% of the Fully Diluted Number of Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) . The Top-Up Option may be exercised by Parent or Acquisition Sub, in whole or in part, at a price per share equal any time on or after the first date on which Acquisition Sub accepts any shares of Company Common Stock for payment pursuant to the Offer Price(the "ACCEPTANCE DATE") and on or prior to the tenth Business Day after the later of (i) the Acceptance Date or (ii) the expiration of any Subsequent Offering Period; provided, however, that the obligation of the Company to deliver Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit upon the exercise of the Top-Up Option or is subject to the delivery conditions that (A) no provision of the Top-Up Option Shares. (b) Provided that no any applicable Law and no judgment, injunction, order or Order decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereofof such exercise, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time and prior to the earlier to occur of (iB) the Effective Time and (ii) the termination issuance of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option would not require approval of the Company Stockholders under applicable Law (including, without limitation, Nasdaq rules and regulations, including Section 4350(i)(1)(D)), and (C) Acquisition Sub has accepted for payment and in accordance with Section 1.1(b) paid for all shares of Company Common Stock validly tendered in the Offer and not withdrawn. The parties shall be determined by multiplying cooperate to ensure that the number issuance of such the Top-Up Option Shares by the Offer Priceis accomplished consistent with applicable Law, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (A) entirely in cash or (B) in cash in including compliance with an amount equal to the aggregate par value applicable exemption from registration of the purchased Top-Up Option Shares and by executing and delivering to under the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltySecurities Act. (cb) In the event Parent or Acquisition Sub wishes to exercise the Top-Up Option, Parent shall so notify the Company in writing and shall set forth in such notice (i) the number of shares of Company Common Stock that are expected to be owned by Parent, Acquisition Sub shall deliver to or any wholly-owned Subsidiary of Parent or Acquisition Sub immediately preceding the Company a notice (purchase of the “Top-Up Notice”Option Shares and (ii) setting forth (i) a place and time for the closing of the purchase of the Top-Up Option Shares. The Company shall, as soon as practicable following receipt of such notice, notify Parent and Acquisition Sub of the number of shares of Company Common Stock then outstanding and the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take placeShares. At the closing of the purchase of the Top-Up Option Shares, Parent and or Acquisition Sub Sub, as the case may be, shall cause to be delivered to pay the Company the consideration aggregate price required to be delivered in exchange paid for the Top-Up Option Shares being purchased pursuant to the Top-Up OptionShares, and the Company shall cause to be issued to Parent or Acquisition Sub a certificate representing such 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 daySub, as promptly thereafter the case may be, one or more certificates, as possible. The parties further agree to use their reasonable best efforts to cause required by Parent or Acquisition Sub, as the Merger to be consummated in accordance with Section 253 of the DGCL and as contemplated by Section 8.3(c) as close in time as possible to (includingcase may be, to the extent possible, on the same day as) the issuance of representing the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub an irrevocable option (the “"Top-Up Option”"), exercisable only upon on or after the terms and conditions set forth in this Section 2.4Determination Time, to purchase that number of authorized and unissued shares of Common Stock of the Company Shares (the “"Top-Up Option Shares”") equal to the lowest number of shares of Common Stock of the Company Shares that, when added to the number of shares of Common Stock of the Company Shares beneficially owned by Parent and/or Acquisition Sub at the time of such exercise, shall constitute 100 Company Shares one share more than ninety percent (90% %) of the then outstanding shares of Common Stock of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares), at a price per share equal to the Offer Price payable in the form of an unsecured promissory note issued by Acquisition to the Company with a maturity of one year; and provided furtherprovided, however, that in no event shall the Top-Up Option be exercisable (A) for a number of shares of Common Stock of the Company Shares in excess of the Company’s 's then authorized and but unissued shares of Company Common Stock of the Company (giving effect to such shares of Common Stock of the Company reserved for issuance pursuant to outstanding Options and Warrants). (b) Acquisition may exercise the Top-Up Option, in whole but not in part, at any one time after the occurrence of a Top-Up Exercise Event and prior to the Top-Up Termination Date. The "Top-Up Termination Date" will occur upon the earliest to occur of the following: (i) the Effective Time; (ii) the termination of this Agreement pursuant to its terms; (iii) ten (10) Business Days after the occurrence of a Top-Up Exercise Event; or (Biv) ten (10) Business Days after the expiration of any Subsequent Offer Period that has not been extended. (c) For purposes of this Agreement, a "Top-Up Exercise Event" shall occur only if any applicable Law or any applicable Order immediately after consummation of the Offer Acquisition beneficially owns at least eighty percent (80%) of the outstanding shares of Common Stock of the Company. (d) In the event Acquisition wishes to exercise the Top-Up Option, Acquisition shall prohibit so notify the exercise Company in writing, and shall set forth in such notice (i) the number of shares of Common Stock of the Company that are expected to be owned by Acquisition immediately preceding the purchase of the Top-Up Option or Shares and (ii) the delivery place and time for the closing of the purchase of the Top-Up Option Shares (the "Top-Up Closing"). The Company shall, as soon as practicable following receipt of such notice, notify Acquisition in writing of the number of shares of Common Stock of the Company then outstanding and the number of Top-Up Option Shares. At the Top-Up Closing, Acquisition shall pay the Company the aggregate price required to be paid for the Top-Up Option Shares and the Company shall cause to be issued to Acquisition a certificate representing the Top-Up Option Shares. (be) Provided that The obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the 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 Law and no judgment, order, or Order decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, of any such exercise; and (iii) Acquisition Sub may exercise 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 Option, in whole but not in part, at any one time after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltyClosing. (cf) 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 number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent Buyer and Acquisition 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 Acquisition Sub a certificate representing such 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the shares of Common Stock of the Company Shares which that Acquisition 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 thereunder for transactions not involving a public offeringtransaction. Parent and Acquisition Sub represent and warrant to the Company that Acquisition Sub is, or will be upon the purchase of the Top-Up Option Shares, an “accredited investor,” Accredited Investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates . (g) Certificates evidencing the Top-Up Option Shares shall include any legends required by applicable securities Lawsdelivered hereunder may, at the Company's election, contain the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 OR ANY EXEMPTION THEREFROM."

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only upon on or after the terms and conditions set forth in this Section 2.4Appointment Time, to purchase that number of authorized and unissued shares of Company Shares Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Shares Common Stock that, when added to the number of shares of Company Shares beneficially Common Stock owned by Parent and/or Acquisition Merger Sub at the time of such exercise, shall constitute 100 Company Shares one share more than 90% of the shares of Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all Common Stock then outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option SharesShares and the exercise of all outstanding exercisable options to purchase shares of Company Common Stock with an exercise price equal to or less than $17.87) at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of shares of Company Shares Common Stock pursuant thereto, Acquisition Merger Sub would own more than 90% of the shares of Company Shares Common Stock then outstanding (assuming the issuance of the Top-Up Option Shares)outstanding; and provided further, however, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Top-Up Option Shares (i) in excess of the Company’s then authorized and unissued shares of Company Common Stock (giving effect to shares of Company Common Stock reserved or issuance under the Company Stock Plans as though such shares were outstanding) or (Bii) if any applicable Law or any applicable Order shall prohibit the exercise that would require approval of the Top-Up Option or the delivery of the Top-Up Option SharesCompany Stockholders under applicable NASDAQ rules. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Merger Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time occurrence of a Top-Up Exercise Event and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with pursuant to its terms. The aggregate purchase price payable For purposes of this Agreement, a “Top-Up Exercise Event” shall occur only upon Merger Sub’s acceptance of Company Common Stock for payment pursuant to the Offer or acquisition of Company Common Stock pursuant to the Offer constituting at least 80% of the shares of Company Common Stock then outstanding. (c) Parent and Merger Sub acknowledge that the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) 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 number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition 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 Acquisition Sub a certificate representing such 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act Act, and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Acquisition Merger Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Merger Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Acquisition 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 in violation of the Securities Act. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws.

Top-Up Option. (a) The Subject to Section 2.6(b) and Section 2.6(c), the Company hereby irrevocably grants to Acquisition Sub the Purchaser an option (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.4, ) to purchase that from the Company the number of authorized and unissued shares of Company Shares Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Shares Common Stock that, when added to the number of shares of Company Shares beneficially Common Stock owned by Parent and/or Acquisition Sub at the time Purchaser as of such exerciseimmediately prior to the exercise of the Top-Up Option, shall constitute 100 Company Shares constitutes one share more than 90% of the Company Shares outstanding, assuming the issuance number of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance shares of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares Common Stock then outstanding (assuming the issuance of the Top-Up Option Shares); and provided furtherprovided, that however, in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares shares (i) in excess of the Company’s then authorized and unissued aggregate of the number of shares of Company Common Stock or held as treasury shares by the Company and its Subsidiaries and the number of shares of Company Common Stock that the Company is authorized to issue under its certificate of incorporation but that are not issued and outstanding (Band are not otherwise reserved for issuance) if any applicable Law or any applicable Order shall prohibit as of immediately prior to the exercise of the Top-Up Option or (ii) that would require the delivery of the Top-Up Option SharesCompany to obtain stockholder approval under applicable securities exchange listing standards. (b) Provided that no applicable Law or Order shall prohibit the exercise of the The Top-Up Option or may be exercised by the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up OptionPurchaser, in whole but not in part, at any one time at or after the Appointment Acceptance Time and prior to the earlier to occur expiration of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its termsany subsequent offering period. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interestConsideration. Such purchase price may shall be paid by Acquisition Sub, at its election, either (A) entirely the Purchaser in cash or (B) in cash in an amount equal to the aggregate par value of the purchased Top-Up Option Shares and by executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltycash. (c) In the event Acquisition Sub that the Purchaser wishes to exercise the Top-Up Option, Acquisition Sub it shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such the Top-Up Option Shares by Acquisition Sub the Purchaser is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Sub the Purchaser shall cause to be delivered to the Company the consideration required to be delivered in exchange for the such Top-Up Option Shares being purchased pursuant to the Top-Up OptionShares, and the Company shall cause to be issued to Acquisition Sub the Purchaser a certificate representing such Top-Up Option Shares. shares. (d) The parties hereto agree to use their reasonable best efforts to cause Parent and the closing of Purchaser acknowledge that 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition Sub 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. The Parent and Acquisition Sub the Purchaser represent and warrant to the Company that Acquisition Sub 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 promulgated under the Securities Act. Acquisition Sub The Purchaser agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Acquisition 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 in violation of the Securities Act. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub Purchaser an irrevocable option (the “"Top-Up Option”"), exercisable only upon the terms and subject to the conditions set forth in this Section 2.4, to purchase that purchase, at a price per share equal to the Offer Price, an aggregate number of authorized and unissued Company Shares shares of Common Stock (the “"Top-Up Option Shares”") equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially shares of Common Stock directly or indirectly owned by Parent and/or Acquisition Sub at the time of such exercise, shall constitute 100 Company Shares one (1) share more than 90% the number of shares sufficient to reach the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof Short Form Threshold (assuming the issuance of the Top-Up Option Shares); provided that (i) at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Top-Up Option Shares pursuant thereto, Acquisition Sub the Short Form Threshold would own more than 90% of the Company Shares then outstanding be reached (assuming the issuance of the Top-Up Option Shares); ) and provided further, that (ii) in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares shares of Common Stock in excess of the Company’s then 's total authorized and unissued shares of Common Stock. Upon Parent's request, the Company Common Stock shall cause its transfer agent to certify in writing to Parent the number of Shares 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 Option Shares. Purchaser shall pay the Company the aggregate price required to be paid for the Top-Up Option Shares in cash by wire transfer to a bank account designated by the Company. (b) Provided that no applicable law, rule, regulation, order, injunction or (B) if any applicable Law or any applicable Order other legal impediment shall prohibit or require stockholder approval for the exercise of the Top-Up Option or the delivery issuance of the Top-Up Option Shares. (b) Provided that no applicable Law Shares pursuant thereto, or Order shall prohibit otherwise make such exercise or issuance illegal, and subject to satisfaction of the conditions for exercise of the Top-Up Option or the delivery of the Top-Up Option Shares set forth in respect thereofSection 2.4(a), Acquisition Sub Purchaser may exercise the Top-Up OptionOption on one or more occasions, in whole but not or in part, at any one time after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its termspursuant to Section 8.1. The aggregate purchase price payable for Neither Parent nor Purchaser may transfer, assign or otherwise dispose of the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Topany other Person, other than a wholly-Up Option shall be determined by multiplying the number owned direct or indirect Subsidiary of such Top-Up Option Shares by the Offer PriceParent, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (A) entirely in cash or (B) in cash in an amount equal to the aggregate par value prior written consent of the purchased Top-Up Option Shares and by executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penaltyCompany. (c) In the event Acquisition Sub Each time that Purchaser wishes to exercise the Top-Up Option, Acquisition Sub Purchaser shall deliver send to the Company a written notice (the “a "Top-Up Exercise Notice”," the date of which notice is referred to herein as the "Top-Up Notice Date") setting forth specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares which Purchaser wishes to receive, and the place, time and date for the closing of the purchase and sale pursuant to the Top-Up Option (i) 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 Option Shares that Acquisition Sub intends to and the aggregate purchase pursuant to price therefor (the "Top-Up Notice Receipt"). At the Top-Up OptionClosing, (ii) the manner in which Acquisition Sub intends to Purchaser shall pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Sub shall cause to be delivered to the Company the consideration aggregate price required to be delivered in exchange paid for the Top-Up Option Shares being purchased pursuant to as specified in the Top-Up OptionNotice Receipt in cash by wire transfer to a bank account designated by the Company, and the Company shall cause to be issued and delivered to Acquisition Sub Purchaser a certificate or certificates representing such 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 or, if the Company pursuant to Section 11.2does not then have certificated Shares, and if not so consummated on such day, as promptly thereafter as possiblethe applicable number of Book-Entry Shares. 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 Such certificates or Book-Entry Shares may include any legends that are required by Section 8.3(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Sharesfederal or state securities laws. (d) Parent and Acquisition Sub Purchaser understand that the Company Shares which Acquisition Sub 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 offeringSection 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. Parent and Acquisition Sub Purchaser represent and warrant to the Company that Acquisition Sub 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 promulgated under the Securities Act. Acquisition Sub Purchaser agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Acquisition 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws.

Top-Up Option. (a) The Company Seller hereby irrevocably grants to Acquisition Sub Purchaser an irrevocable option (the “Top-Up Option”), exercisable only upon on the terms and conditions set forth in this Section 2.41.4, to purchase at a price per share equal to the Offer Price paid in the Offer up to that number of authorized and unissued Company Shares newly issued shares of Seller Common Stock (the “Top-Up Option Shares”) equal to the lowest number of Company Shares shares of Seller Common Stock that, when added to the number of Company Shares beneficially shares of Seller Common Stock directly or indirectly owned by Parent and/or Acquisition Sub or Purchaser at the time of such exerciseexercise of the Top-Up Option, shall constitute 100 Company Shares one share more than 90% of the Company Shares outstanding, assuming the issuance shares of all Company Shares that are issuable within ten Business Days Seller Common Stock outstanding immediately after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at Shares (determined on a price per share equal to the Offer Price“fully diluted basis”); provided, however, that (i) the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares shares of Seller Common Stock in excess of the Company’s then shares of Seller Common Stock authorized and unissued shares at the time of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of and (ii) the Top-Up Option Shares. may not be exercised unless, following the time of acceptance by Purchaser of shares of Seller Common Stock tendered in the Offer or after a subsequent offering period, eighty-five percent (b85%) Provided that no applicable Law or Order shall prohibit the exercise more of the shares of Seller Common Stock shall be directly or indirectly owned by Parent or Purchaser. The Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, shall be exercisable once at any one time after following the Appointment Time Acceptance Date and prior to the earlier to occur of (ia) the Effective Time and (iib) the termination of this Agreement in accordance with its terms. . (b) The aggregate purchase price payable for parties shall cooperate to ensure that the issuance and delivery of the Top-Up Option Shares being purchased by Acquisition Sub pursuant to comply with all applicable Law, including compliance with an applicable exemption from registration of the Top-Up Option shall be determined by multiplying Shares under the number of such Top-Up Option Shares by the Offer Price, without interestSecurities Act. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) In the event Acquisition Sub If Purchaser wishes to exercise the Top-Up Option, Acquisition Sub Purchaser shall deliver to the Company a notice give Seller one (the “Top-Up Notice”1) setting forth Business Day prior written notice, specifying (i) the number of shares of Seller Common Stock directly or indirectly owned by Parent or Purchaser at the time of such notice and (ii) a place and a time for the closing of such purchase. Seller shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser specifying, based on the information provided by Purchaser in its notice, the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take placeShares. At the closing of the purchase of the Top-Up Option SharesShares (A), Parent the purchase price owed by Purchaser to Seller therefor shall be paid to Seller (i) in cash, by wire transfer or cashier’s check or (ii) by issuance by Purchaser to Seller of a promissory note on terms reasonably satisfactory to Seller and Acquisition 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 OptionPurchaser, and the Company (B) Seller shall cause to be issued and delivered to Acquisition Sub Purchaser a certificate or certificates representing such 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 Shares or, if Seller does not then have certificated shares of Seller Common Stock, 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 applicable number of the DGCL and as contemplated by Section 8.3(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the TopBook-Up Option Entry Shares. (dc) Parent and Acquisition Sub understand Purchaser acknowledge that the Company Shares which Acquisition Sub shares of Seller Common Stock 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 Acquisition Sub Purchaser represent and warrant to the Company Seller that Acquisition Sub 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 promulgated under the Securities Act. Acquisition Sub Purchaser agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Acquisition 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 Option Shares shall include any legends required by applicable securities Laws).

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Merger Sub an option (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.41.4, to purchase up to that number of authorized and unissued Company Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially directly or indirectly owned by Parent and/or Acquisition or Merger Sub at the time of such exercise, shall constitute 100 Company Shares one share more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days outstanding immediately after the scheduled closing of the purchase exercise of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal to the Offer Priceas set forth below; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then authorized but unissued Shares (less the number of such Shares reserved for issuance in respect of vested Company Stock Options outstanding immediately prior to the expiration of the Offer with an exercise price less than the Per Share Amount (the “Vested In-The-Money Options”). The purchase price for the Top-Up Option Shares shall be equal to the Offer Price, which price shall be payable in cash in an amount equal to the aggregate par value of the purchased Top-Up Option Shares and unissued shares by the issuance of Company Common Stock a full recourse note with a principal amount equal to the remainder of the exercise price in the form attached as Exhibit A. (b) The Top-Up Option shall be exercised by Merger Sub, in whole or in part, at any time on or after the Acceptance Time (B) if any applicable Law or any applicable Order shall prohibit so long as the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereofwould, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time issuance of Shares thereunder, be sufficient to allow the Short Form Merger to occur), and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for ; provided, however, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions that (A) no provision of any applicable Law 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 being purchased in respect of such exercise, (B) upon exercise of the Top-Up Option, the number of Shares owned by Acquisition Parent or Merger Sub pursuant to or any wholly-owned Subsidiary of Parent or Merger Sub constitutes one Share more than 90% of the number of Shares that will be outstanding immediately after the issuance of the Top-Up Option Shares, and (C) Merger Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn. The parties shall be determined by multiplying cooperate to ensure that the number issuance of such the Top-Up Option Shares by the Offer Priceis accomplished consistent with all applicable legal requirements of all Governmental Entities, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (A) entirely in cash or (B) in cash in including compliance with an amount equal to the aggregate par value applicable exemption from registration of the purchased Top-Up Option Shares under the Securities Act. (c) Upon the exercise of the Top-Up Option in accordance with Section 1.4(a), Parent shall so notify the Company and shall set forth in such notice (i) the number of Shares that are expected to be owned by Parent, Merger Sub or any wholly-owned Subsidiary of Parent or Merger Sub immediately preceding the purchase of the Top-Up Option Shares and by executing (ii) a place and delivering to time for the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion closing of the principal amount purchase of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) In the event Acquisition Sub wishes to exercise the Top-Up OptionOption Shares. The Company shall, Acquisition as soon as practicable following receipt of such notice, notify Parent and Merger Sub shall deliver to of the Company a notice (the “Top-Up Notice”) setting forth (i) number of Shares then outstanding and the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take placeShares. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Sub or Merger Sub, as the case may be, shall cause to be delivered to pay the Company the consideration aggregate price required to be delivered in exchange paid for the Top-Up Option Shares being purchased pursuant to the Top-Up OptionSection 1.4(a), and the Company shall cause to be issued to Acquisition Parent or Merger Sub a certificate representing such 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Merger Sub understand acknowledge that the Company Shares which Acquisition Merger 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 thereunder for transactions not involving a public offering. Parent and Acquisition Merger Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Merger Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Acquisition 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 Option Shares shall include any legends required by applicable securities Laws).

Top-Up Option. (a) The Subject to the terms and conditions herein, the Company hereby irrevocably grants to Acquisition Sub Parent an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.4, ) to purchase up to that number of authorized and unissued shares of the Company Shares Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Shares Common Stock that, when added to the number of shares of Company Shares beneficially Common Stock collectively owned by Parent and/or Acquisition Parent, Sub at and any of their respective affiliates immediately following consummation of the time of such exercise, Offer shall constitute 100 Company Shares more than 90% of the shares of Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days Common Stock then outstanding (after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming giving effect to the issuance of the Top-Up Option Shares) at a purchase price per share Top-Up Option Share equal to the Offer Price; provided. Notwithstanding the foregoing provisions of this Section 1.04(a), however, that the Top-Up Option shall not be exercisable unless immediately after such if the aggregate number of shares issuable upon exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); Option, plus the aggregate number of then-outstanding shares of Company Common Stock, plus the aggregate number of shares of Company Common Stock issuable upon exercise of all options and provided furtherother rights to purchase Company Common Stock, plus the aggregate number of shares reserved for issuance pursuant to the Company Stock Plans (as defined in Section 7.04) would exceed the number of authorized shares of Company Common Stock. (b) Parent may, at its election, exercise the Top-Up Option, in whole, but not in part, at any one time after the occurrence of a Top-Up Exercise Event and prior to the occurrence of a Top-Up Termination Event. (i) A Top-Up Exercise Event shall occur upon Parent’s or Sub’s acceptance for payment pursuant to the Offer (which shall include, for sake of clarity, any subsequent offering period that in no event Parent or Sub may elect to extend pursuant to the terms and conditions of this Agreement) of shares of Company Common Stock constituting, together with Company Common Stock owned directly or indirectly by any other affiliates of Parent, at least 80 percent, but less than 90 percent of the shares of the Company Common Stock then outstanding. (ii) The Top-Up Termination Date shall occur upon the earliest to occur of (A) the Effective Time, (B) the termination of this Agreement, (C) the date that is ten business days after the occurrence of a Top-Up Exercise Event, unless the Top-Up Option be exercisable has been previously exercised in accordance with the terms and conditions hereof and (AD) the date that is ten business days after the Top-Up Notice Date unless the Top-Up Closing shall have previously occurred. (c) If Parent wishes to exercise the Top-Up Option, Parent shall send to the Company a written notice (a “Top-Up Exercise Notice”, and the date of receipt of which notice is referred to herein as the “Top-Up Notice Date”) specifying the place for a number of Company Shares in excess the closing of the Company’s then authorized purchase and unissued sale of shares of Company Common Stock pursuant to the Top-Up Option (the “Top-Up Closing”) and a date not earlier than one business day nor later than ten business days after the Top-Up Notice Date for the Top-Up Closing. The Company shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to Parent confirming 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 Parent a certificate or (B) if any certificates evidencing the applicable Law or any applicable Order shall prohibit number of Top-Up Option Shares, provided that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option or is subject to the delivery of the Top-Up Option Shares. (b) Provided condition that no provision of any applicable Law or Order Judgment shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may of any such exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) Parent shall purchase each Top-Up Option Share from the termination Company at the Offer Price. Payment by Parent of this Agreement in accordance with its terms. The aggregate the purchase price payable for the Top-Up Option Shares being purchased may be made, at Parent’s option, by Acquisition Sub pursuant delivery of (A) immediately available funds by wire transfer to an account designated by the Company or (B) a demand note issued by Parent in customary form that is reasonably acceptable to the parties and in a principal face amount equal to the aggregate amount of the cash portion of the purchase price for the Top-Up Option Shares. Any demand note issued pursuant to the preceding sentence shall be determined accompanied by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (A) entirely in cash or (B) in cash in an amount equal a credit support arrangement reasonably acceptable to the aggregate par value of parties hereto. (e) Upon the purchased Top-Up Option Shares and delivery by executing and delivering Parent to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) In the event Acquisition Sub wishes to exercise the Top-Up OptionExercise Notice, Acquisition Sub shall deliver to and the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing tender of the purchase consideration described in Section 1.04(d), Parent shall be deemed to be the holder of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase record of the Top-Up Option SharesShares issuable upon that exercise, Parent and Acquisition Sub shall cause to be delivered to notwithstanding that the stock transfer books of the Company the consideration required to shall then be delivered in exchange for the closed or that certificates representing those Top-Up Option Shares being purchased pursuant shall not then be actually delivered to the Top-Up Option, and Parent or the Company shall cause have failed or refused to be issued to Acquisition Sub a certificate representing such Top-Up Option Shares. The parties hereto agree to use their reasonable best efforts to cause designate 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 bank account described in 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares1.04(d). (df) Parent and Acquisition Sub understand that the Company Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates Certificates evidencing Top-Up Option Shares shall delivered hereunder may include any legends legally required by applicable securities Lawsincluding a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub an irrevocable option (the “"Top-Up Option”"), exercisable only upon on the terms and conditions set forth in this Section 2.41.03, to purchase that number of authorized and unissued Company Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially owned by Parent and/or Acquisition Sub at the time of such exercise, shall constitute 100 Company Shares more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming the issuance of the Top-Up Option Shares) at a price per share equal to the Offer PricePrice paid in the Offer up to that number of newly issued shares of Company Common Stock (the "Top-Up Shares") equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock directly or indirectly owned by Parent at the time of exercise of the Top-Up Option, shall constitute one share more than ninety percent (90%) of the shares of Company Common Stock outstanding immediately after the issuance of the Top-Up Shares (determined on a fully diluted basis for all outstanding stock options, restricted stock units and any other rights to acquire Company Common Stock outstanding on the date of determination); provided, however, that (i) the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance for a number of shares of Company Shares pursuant thereto, Acquisition Sub would own more than 90% Common Stock in excess of the shares of Company Shares then Common Stock authorized and unissued 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) and (assuming ii) the issuance of the Top-Up Option SharesShares shall not require approval of the Company's stockholders under applicable Law (including the rules of NASDAQ); and provided further, that in no event shall the . The Top-Up Option shall be exercisable (A) for a number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, at any one time after following the Appointment Time Offer Closing and prior to the earlier to occur of (ia) the Effective Time and (iib) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for obligation of the Company to issue and deliver the Top-Up Shares upon the exercise of the Top-Up Option Shares being purchased by Acquisition Sub pursuant is subject only to the condition that no Legal Restraint that has the effect of preventing the exercise of the Top-Up Option shall be determined by multiplying or the number issuance and delivery of such the Top-Up Option Shares by in respect of such exercise shall be in effect. (b) The parties shall cooperate to ensure that the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (A) entirely in cash or (B) in cash in an amount equal to the aggregate par value issuance and delivery of the purchased Top-Up Option Shares and by executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion comply with all applicable Laws, including compliance with an applicable exemption from registration of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on Top-Up Shares under the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) Securities Act. In the event Acquisition Sub wishes to exercise the Top-Up Option, Acquisition Sub shall deliver to give the Company a notice at least three (the “Top-Up Notice”3) setting forth business days prior written notice, specifying (i) the number of shares of the Company Common Stock directly or indirectly owned by Parent at the time of such notice and (ii) a place and a time for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take placeShares. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition the purchase price owed by Sub shall cause to be delivered to the Company the consideration required to therefor shall 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 Acquisition Sub a certificate representing such 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant paid to the Company that Acquisition (i) in cash, by wire transfer or cashier's check or (ii) by issuance by Sub is, or will be upon to the purchase Company of a promissory note on terms reasonably satisfactory to the Top-Up Option Shares, an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities LawsCompany.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub an irrevocable option (the “Top-Up Option”), exercisable only upon on or after the terms and conditions set forth in this Section 2.4Determination Time, to purchase that number of authorized and unissued shares of Company Shares Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Shares Common Stock that, when added to the number of shares of Company Shares beneficially Common Stock owned by Parent and/or Acquisition Sub at the time of such exercise, shall constitute 100 Company Shares one share more than ninety percent (90% %) of the then outstanding shares of Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof Common Stock (assuming the issuance of the Top-Up Option Shares) ), at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than at least ninety percent (90% %) of the Company Shares then outstanding shares of Company Common Stock (assuming the issuance of the Top-Up Option Shares); and provided provided, further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares shares in excess of the Company’s then authorized and but unissued shares of Company Common Stock or (B) if any applicable Law or any applicable Order shall prohibit the exercise giving effect to such shares of the Top-Up Option or the delivery Company Common Stock reserved for issuance pursuant to outstanding Company Employee Stock Options as though such shares of the Top-Up Option SharesCompany Common Stock were outstanding). (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time occurrence of a Top-Up Exercise Event and prior to the earlier Top-Up Termination Date. The “Top-Up Termination Date” will occur upon the earliest to occur of the following: (i) the Effective Time and Time; (ii) the termination of this Agreement in accordance with pursuant to its terms. The aggregate purchase price payable for ; and (iii) ten (10) Business Days after the occurrence of a Top-Up Option Shares being purchased by Acquisition Exercise Event, if Sub pursuant has failed to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to notify the Company a full recourse unsecured promissory note issued by the Acquisition Sub having a principal amount equal to the remainder in writing of such purchase price. Any such promissory note shall bear interest at a rate per annum equal to the prime lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) In the event Acquisition Sub wishes its intent to exercise the Top-Up Option, Acquisition Sub shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition 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 Acquisition Sub a certificate representing such 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 the terms and conditions of the DGCL and as contemplated by Section 8.3(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Sharesthis Agreement. (d) Parent and Acquisition Sub understand that the Company Shares which Acquisition 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 thereunder for transactions not involving a public offering. Parent and Acquisition Sub represent and warrant to the Company that Acquisition 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 promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Merger Sub an option (the “Top-Up Option”), exercisable only upon after Merger Sub’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 2.4time of such deposit with the Depositary being referred to as the “Purchase Time”), and prior to the Effective Time, to purchase from the Company that number of authorized and unissued Company Shares (the “Top-Up Option Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially owned directly or indirectly by Parent and/or Acquisition or Merger Sub at immediately following the time consummation of such exercisethe Offer, shall constitute 100 Company Shares one share more than 90% of the Company total Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days then outstanding (after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming giving effect to the issuance of the Top-Up Option Shares) at a price per share Share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) to the extent it would be exercisable for a number of Company Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock or (B) if including as authorized and unissued shares of Common Stock, for purposes of this Section 1A.5, any applicable Law or any applicable Order shall prohibit Shares held in the exercise treasury of the Top-Up Option or the delivery of the Top-Up Option SharesCompany). (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect thereof, Acquisition Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) In the event Acquisition If Merger Sub wishes to exercise the Top-Up Option, Acquisition Parent or Merger Sub shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Option Shares that Acquisition Merger Sub intends wishes to purchase pursuant to the Top-Up Option, and (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such the Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition Merger Sub shall cause to be delivered to pay the Company the consideration required to be delivered in exchange for the Top-Up Option Shares being purchased pursuant to the Top-Up Option(which payment, and the Company shall cause to be issued to Acquisition Sub a certificate representing such 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(c) as close in time as possible to (including, except to the extent possible, on of the same day as) the issuance par value of the Top-Up Option Shares. (d, may be in the form of a note) Parent and Acquisition Sub understand that the Company Shares which Acquisition Sub may acquire upon exercise of for 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 Acquisition Sub represent and warrant to the Company that Acquisition Sub is, or will be upon the purchase Up-Shares against delivery of the Top-Up Option Shares, an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Lawstherefor.

Top-Up Option. (a) The Company hereby irrevocably grants to Acquisition Sub Merger Subsidiary an option (the “Top-Up Option”), exercisable only upon the terms and conditions set forth in this Section 2.42.04, to purchase that number of authorized and unissued Company Shares (the “Top-Up Option Company Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares beneficially directly or indirectly owned by Parent and/or Acquisition Sub or Merger Subsidiary at the time of such exercise, shall constitute 100 Company Shares one share more than 90% of the Company Shares outstanding, assuming the issuance of all Company Shares that are issuable within ten Business Days after the scheduled closing of the purchase of the Top-Up Option Shares upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights, regardless of the conversion or exercise price or other terms and conditions thereof (assuming taking into account the issuance of the Top-Up Option Company Shares) at a price per share equal to the Common Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise and the issuance of Company Shares pursuant thereto, Acquisition Sub would own more than 90% of the Company Shares then outstanding (assuming the issuance of the Top-Up Option Shares); and provided further, that in no event shall the Top-Up Option be exercisable (A) for a number of Company Shares in excess of the Company’s then authorized and unissued Company Shares (giving effect to Company Shares reserved for issuance under any Company Equity Plan as if such shares of Company Common Stock or were outstanding). (Bb) if any applicable Provided that no Applicable Law or any applicable Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares. (b) Provided that no applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Company Shares in respect thereof, Acquisition Sub Merger Subsidiary may exercise the Top-Up Option, in whole but not in part, at any one time after the Appointment Time consummation of the Offer and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price, without interest. Such purchase price may be paid by Acquisition Sub, at its election, either (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 executing and delivering to the Company a full recourse unsecured promissory note issued by the Acquisition Sub 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 lending rate prevailing during the period in which any portion of the principal amount of such promissory note remains outstanding, as published in The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of such promissory note from the date such promissory note is originally issued until the date of payment in full of such promissory note, and may be prepaid without premium or penalty. (c) 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 number of Top-Up Option Shares that Acquisition Sub intends to purchase pursuant to the Top-Up Option, (ii) the manner in which Acquisition Sub intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Option Shares by Acquisition Sub is to take place. At the closing of the purchase of the Top-Up Option Shares, Parent and Acquisition 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 Acquisition Sub a certificate representing such 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(c) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Acquisition Sub understand Subsidiary acknowledge that the Company Shares which Acquisition Sub that Merger Subsidiary may acquire upon exercise of the Top-Up Option will not be registered under the Securities 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Acquisition Sub represent Merger Subsidiary hereby represents and warrant warrants to the Company that Acquisition Sub Merger Subsidiary is, or and will be upon the purchase of the Top-Up Option Company Shares, an “accredited investor,” ”, as defined in Rule 501 of Regulation D promulgated under the Securities 1933 Act. Acquisition Sub Merger Subsidiary agrees that the Top-Up Option and the Top-Up Option Company Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Acquisition 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. Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws).