Common use of Exercise of Options Clause in Contracts

Exercise of Options. 4.1 No portion of the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion of (a) The Grantee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available then exercisable hereunder by giving the Secretary of WGNB written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercisedto be exercised and the date of exercise thereof. 4.2 In (b) Full payment (in U.S. dollars) by the event Grantee of termination the option price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of an Optionee as an employee or consultant exercise in cash, or, with the Corporation (but not prior written consent of the Committee, in whole or in part through the event surrender of an Optionee's change previously acquired shares of status from employee to consultant or from consultant to employee)Stock at their fair market value, such Optionee may, but only within such period of time as is determined by the BoardCommittee, of at least thirty (30) days (but on the exercise date. On the exercise date specified in no event later than the Grantee's notice or as soon thereafter as is practicable, WGNB shall cause to be delivered to the Grantee, a certificate or certificates for the Option Expiration Date)Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, exercise the option granted hereunder as WGNB may elect) upon full payment for such Option Shares. The obligations of WGNB to deliver Stock shall, however, be subject to the extent condition that Optionee was entitled if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to exercise it under Section 2 hereof at the Committee. (c) If the Grantee fails to pay for any of the Option Shares specified in such notice or fails to accept delivery thereof, the Grantee's right to purchase such Option Shares may be terminated by WGNB. The date specified in the Grantee's notice as of the date of such termination, or to such greater extent as may exercise shall be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from deemed the date of exercise of the Optionee's termination (but Option, provided that payment in no event shall the Optionee be entitled to exercise the option after full for the Option Expiration Date) Shares to the extent that Optionee was entitled to be purchased upon such exercise it under Section 2 on the date of terminationshall have been received by such date. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion of (a) The Grantee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available then exercisable hereunder by giving the Secretary of the Company written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at be exercised and the date of such terminationexercise thereof, or to such greater extent as may which date shall be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option at least five days after the giving of such notice unless an earlier time shall have been mutually agreed upon. Notwithstanding the foregoing, an Option Expiration Date) to the extent that Optionee was entitled to exercise it granted under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder this Agreement may be exercised at any time within twelve (12) months following in increments of not less than 10% of the date full number of death (but in no event later may Shares as to which it can be exercised. A partial exercise of an Option will not affect the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the Grantee’s right to exercise the Option by bequest or inheritance, but only from time to the extent that the Optionee was entitled to exercise the Option time in accordance with Section 2 hereof this Agreement as to the remaining Shares subject to the Option. (b) Full payment (in U.S. dollars) by the Grantee of the option price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of exercise in cash, or certified or cashier's check or money order, or, with the prior written consent of the Board, in whole or in part through the surrender of previously acquired shares of Stock at their fair market value on the exercise date. On the exercise date specified in the Grantee's notice or as soon thereafter as is practicable, but not to exceed ten (10) business days, the Company shall cause to be delivered to the Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) upon full payment for such Option Shares. (c) If the Grantee fails to pay for any of the Option Shares specified in such notice, the Grantee's right to purchase such Option Shares may be terminated by the Company. The date specified in the Grantee's notice as the date of deathexercise shall be deemed the date of exercise of the Option, provided that payment in full for the Option Shares to be purchased upon such exercise shall have been received by such date. (d) Notwithstanding any of the other provisions hereof, Grantee agrees that he will not exercise this Option and that the Company will not be obligated to issue any Option Shares pursuant to this Stock Option Agreement, if the exercise of the Option or the issuance of such Option Shares would constitute a violation by the Grantee or by the Company of any provision of any law or regulation of any governmental authority or national securities exchanges. Upon the acquisition of any Option Shares pursuant to the exercise of the Option herein granted, Grantee will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws with this Stock Option Agreement.

Exercise of Options. 4.1 No portion of (a) The Optionee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist Options with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available then exercisable hereunder by giving the Chief Financial Officer of the Company written notice of exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercised. 4.2 In Options are to be exercised and the event date of termination of an Optionee as an employee or consultant with the Corporation exercise thereof, which date shall be at least five days (but not in more than fifteen days) after the event giving of such notice unless an Optionee's change earlier time shall have been mutually agreed upon by Optionee and the Company. (b) Full payment of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined the option price for the Option Shares being purchased by the Board, of at least thirty Optionee shall be made by the Optionee in cash (30in U.S. dollars) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder prior to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of exercise specified in the notice of exercise. (c) The Company shall cause to be delivered to the Optionee a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) as soon as is reasonably practicable after the full payment for such termination, or Option Shares and satisfaction of all other conditions to such greater extent as may be determined by the Board. exercise set forth in this Agreement. (d) If the Optionee does not fails to pay for any of the Option Shares specified in a notice of exercise such option or fails to the extent so entitled within the time specified hereinaccept delivery thereof, the option Optionee’s right to purchase such Option Shares shall terminate. 4.3 (e) Notwithstanding any other provision of this Agreement, the Optionee’s right to exercise Options and be issued Option Shares is subject to the conditions set forth in this Section 4(e) in addition to any other conditions set forth elsewhere in this Agreement. The Optionee may not exercise any Options in whole or in part or be issued any Option Shares unless (i) the transaction is in compliance with all applicable state and Federal securities laws, (ii) the transaction is exempt from the qualification and registration requirements of applicable state and Federal securities laws, and (iii) the Company and the Optionee comply with any requirements applicable to the transaction, if any, that are contained in any credit or loan agreement to which the Company is a party. In addition, the event of termination of an Optionee's status as an employee or consultant as a result obligation of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event Company to deliver Stock shall the Optionee be entitled to exercise the option after the Option Expiration Date) subject to the extent condition that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised if at any time within twelve (12) months following the date Company shall determine that the listing, registration, or qualification of death (but the Options or the Option Shares upon any securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in no event later connection with, the Options or the issuance or purchase of Stock thereunder, the Options may the option not be exercised after the Option Expiration Date)in whole or in part unless such listing, by the Optionee's estate registration, qualification, consent, or by a person who acquired the right to exercise the Option by bequest approval shall have been effected or inheritance, but only obtained free of any conditions not acceptable to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of deathBoard.

Exercise of Options. 4.1 No portion Subject to the other provisions of this Agreement and the Plan, the option granted hereunder herein may be exercised for in one or more full share lots as follows: (a) By Optionee during the period that he continues as a fraction director of a shareOptionor, but in no event after ten (10) years from the Date of Grant or the Expiration Date stated above, if sooner. The This option granted hereunder shall be deemed exercised, from time to time, upon receipt by Optionor of written notification from Optionee of his exercise of the same. (b) This option shall be exercisable only during the thirty (30) day period commencing one week after a press release announcing quarterly or annual results of operations of the Optionor; but in no event shall it be exercised when written notice within the six (6) month period immediately following the Date of such exercise has been given Grant. (c) No option shall be transferable by Optionee, other than by will or the laws of descent and distribution and each option shall be exercisable, during Optionee's lifetime, only by Optionee. No option shall be pledged or hypothecated in any way and no option shall be subject to execution, attachment, or similar process except with the Corporation to the attention express consent of the Secretary Committee. (d) If Optionee dies or is disabled while serving as a director of Optionor (within the Corporation accompanied by full payment meaning of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the CorporationSection 105(d)(4) of the stock certificate evidencing such Option SharesInternal Revenue Code), no right to vote this option may be exercised by any person who obtains the rights of Optionee by testamentary transfer or receive dividends by operation of the laws of descent and distribution of the domicile of Optionee at the date of his death, or any other rights as a shareholder shall exist with respect the Optionee if disabled, but may be so exercised only to the Option Sharesextent that Optionee himself, notwithstanding on the exercise date of his death, could have exercised the Option. The Corporation shall issue same, and only within a period of twelve (12) months after the date of such death or cause determination of disability, or the Expiration Date, whichever occurs first. (e) If the Optionee ceases to be issued) such stock certificate promptly upon a director of Optionor for any reason other than death or disability, Optionee shall be entitled to exercise of this option, at any portion of the option granted hereunder. No adjustment will be made for time during a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than from the Option date Optionee ceases to be a director or the Expiration Date), exercise whichever occurs first. (f) Neither Optionee nor his successor shall have any of the option granted hereunder rights of a shareholder of Optionor until the certificates evidencing the shares purchased are properly delivered to such Optionee or his successor. (g) If the extent that Optionee was is determined by the Committee to have committed an act of embezzlement, fraud, dishonesty, deliberate or repeated disregard of the rules of the Optionor, unauthorized disclosure of any of the trade secrets or confidential information of the Optionor, unfair competition with the Optionor, inducement of any customer of the Optionor to breach a contract with the Optionor, inducement of any principal for whom the Optionor acts as agent to terminate such agency relationship or any culpable degree of negligence, then neither the Optionee nor the Optionee's estate shall be entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of any Option after termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) directorship, whether or not, after termination of the Internal Revenue Code of 1986such directorship, as amended, the such Optionee may exercise the option granted hereunder within twelve (12) months receive payment from the date of Optionor for services rendered prior to termination, services for the Optionee's day on which termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of terminationoccurs, or other benefits. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion of the (a) An option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when exercisable by written notice of such exercise has been given to exercise, in the Corporation to the attention of the Secretary of the Corporation accompanied form prescribed by full payment of the exercise price and by such other documents as the Board of Directors to the Secretary or Treasurer of the Corporation Company, at its principal office. The notice shall specify the number of shares for which the option is being exercised (which number shall be 50,000) and shall be accompanied by payment in full of the purchase price of such shares. No shares shall be delivered upon exercise of any option until all laws, rules and regulations, which the Board of Directors may deem applicable, have been complied with. If a registration statement under the Securities Act of 1933, as amended (the "Board"“Act”) may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist is not then in effect with respect to the Option Sharesshares issuable upon such exercise, notwithstanding it shall be a condition precedent that the exercise person exercising the option give to the Company a written representation and undertaking, satisfactory in form and substance to the Board of Directors, that he is acquiring the shares for his own account for investment and not with a view to the distribution thereof. (b) The person exercising an option shall not be considered a record holder of the Option. The Corporation shall issue (or cause to be issued) stock so purchased for any purpose until the date on which he is actually recorded as the holder of such stock certificate promptly upon exercise of any portion in the records of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercisedCompany. 4.2 In (c) If the event of termination of an Optionee ceases to serve as an employee or consultant with of the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee)Company, such Optionee he may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than after the Option Expiration Date)date he ceases to be an employee of the Company, exercise the this option granted hereunder to the extent that Optionee he was entitled to exercise it under Section 2 hereof at as of the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to shall have been an employee of the extent so entitled within Company at the time specified hereinof his death or permanent disability, the then this option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee be exercisable by his personal representative or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986him, as amendedthe case may be, for a period ending on the Optionee may exercise the option granted hereunder within twelve earlier of (12i) months one year from the date of the Optionee's termination death or permanent disability or (but ii) the date on which the option expires in no accordance with its terms. Notwithstanding the provisions of this Section 8(c), in the event shall that the Optionee be entitled Employee’s employment is terminated “for cause,” as such term is defined and interpreted by the courts of the State of New York, the Employee’s right to exercise the option after the this Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 shall expire on the date of his termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion of (a) The Grantee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available then exercisable hereunder by giving the Secretary of the Company written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at be exercised and the date of exercise thereof. (b) Full payment (in U.S. dollars) by the Grantee of the option price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of exercise in cash, or, with the prior written consent of the Committee, in whole or in part through the surrender of previously acquired shares of Stock at their Fair Market Value on the exercise date. On the exercise date specified in the Grantee's notice or as soon thereafter as is practicable, the Company shall cause to be delivered to the Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) upon full payment for such terminationOption Shares. The obligation of the Company to deliver Stock shall, however, be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Option or the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. (c) If the Grantee fails to pay for any of the Option Shares specified in such greater extent as notice or fails to accept delivery thereof, the Grantee's right to purchase such Option Shares may be determined terminated by the Board. If Company, The date specified in the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an OptioneeGrantee's status notice as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event exercise shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on deemed the date of termination. 4.4 In the event exercise of the death of the OptioneeOption, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but provided that payment in no event later may the option be exercised after full for the Option Expiration Date), Shares to be purchased upon such exercise shall have been received by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of deathsuch date.

Exercise of Options. 4.1 No portion In order to exercise either the Renewal ------------------- Option or the Sale Option with respect to a Lease Supplement, Lessee shall give irrevocable written notice to Lessor not more than 290 days nor less than 270 days prior to the end of the option granted hereunder may be exercised for a fraction applicable Base Term or Renewal Term (except that, in the case of a shareRenewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. The option granted hereunder If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee shall be deemed to be exercised when written notice of such exercise has been given to have chosen the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Purchase Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all of the OptionLease Supplements. The Corporation In addition, if no Lease Event of Default shall issue (have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or cause more Lease Supplements, such purchase to be issued) such stock certificate promptly upon exercise of any portion effected as of the option granted hereunder. No adjustment will be made for a dividend or other right for first Payment Date which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation not less than ninety (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (3090) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at after the date of such terminationnotice, specified by Lessee and otherwise in accordance with the provisions of this Section 4.4. Lessee's election (or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3deemed election) of the Internal Revenue Code Purchase ----------- Option in respect of 1986one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date an election of the Optionee's termination (but Sale Option in no event respect of a Lease Supplement shall be deemed automatically revoked if the Optionee be entitled to exercise Lessee does not comply with the option after the Option Expiration Date) terms and conditions of Section 4.6 and execute ----------- and deliver to the extent that Optionee was entitled buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to exercise it under Section 2 on the date of terminationsuch Lease Supplement. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion of (a) Grantee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available that are exercisable hereunder by giving the Secretary of the Company written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercisedto be exercised and date of exercise thereof, which date shall be at least five (5) days after the signing of such notice unless an earlier time shall have been mutually agreed upon. 4.2 In (b) Full payment (in U.S. dollars) by Grantee of the event of termination of an Optionee as an employee Option Price for Option Shares purchased shall be made on or consultant with before the Corporation (but not exercise date specified in the event notice of an Optioneeexercise in cash or as the Company may otherwise permit as further set forth in the Plan. On the exercise date specified in Xxxxxxx's change of status from employee to consultant notice or from consultant to employee), such Optionee may, but only within such period of time as soon thereafter as is determined practicable, the Company shall cause to be delivered to Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) upon full payment for such Option Shares. The obligation of the Company to deliver Stock shall, however, be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Option or the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. (c) If Grantee fails to pay for any of the Option Shares specified in such notice or fails to accept delivery thereof, Xxxxxxx's right to purchase such Option Shares may be terminated by the Board, Company or the exercise of at least thirty (30) days (but in no event later than the Option Expiration Date)may be ignored, exercise as the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at Committee in its sole discretion may determine. The date specified in Grantee's notice as the date of such termination, or to such greater extent as may exercise shall be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from deemed the date of exercise of the Optionee's termination (but Option, provided that payment in no event shall the Optionee be entitled to exercise the option after full for the Option Expiration Date) Shares to the extent that Optionee was entitled to be purchased upon such exercise it under Section 2 on the date of terminationshall have been received by such date. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion The term of each Option granted to CELGENE hereunder shall run and be exercisable independently on a THALIDOMIDE INVENTION-by-THALIDOMIDE INVENTION basis, beginning on the date on which CELGENE receives notice thereof pursuant to Section 2.2.2 and continuing for a period of three (3) months ("Option Period"). In the event that this Agreement terminates during any Option Period(s) for any reason other than due to CELGENE's breach of this Agreement, each such Option Period, and the rights and obligations of the option granted hereunder may be exercised parties under Sections 2.2.3, 2.2.4 and 2.2.5 with respect to the relevant THALIDOMIDE INVENTION, shall continue in full force and effect for a fraction the duration of a shareeach such three (3) month period and, if applicable, the relevant Negotiation Period. The option granted hereunder relevant THALIDOMIDE INVENTION shall be deemed to be exercised when CMCC's CONFIDENTIAL INFORMATION, pursuant to the terms of this Agreement. CELGENE may exercise its Option with respect to any THALIDOMIDE INVENTION at any time during the relevant Option Period by providing written notice to CMCC and/or such THIRD PARTY RESEARCHER, as applicable, with a copy to BIOVENTURE, stating its intention to exercise such Option. CELGENE agrees that it shall reimburse CMCC for all reasonable out-of-pocket expenses, including reasonable attorney's fees, incurred in connection with the preparation, filing and prosecution of such exercise has been given to patent applications directed towards the Corporation to relevant THALIDOMIDE INVENTION in the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation FIELD (the "BoardPatent Costs") may reasonably request. Until during the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option SharesPeriod, no right to vote or receive dividends or any other rights as a shareholder shall exist provided that if CELGENE notifies CMCC in writing that it rejects its Option with respect to the relevant THALIDOMIDE INVENTION, CELGENE shall have no obligation to pay for any Patent Costs incurred after the receipt of such notice by CMCC. If CELGENE expressly rejects its Option Sharesor the Option Period lapses without any such written notice from CELGENE, notwithstanding the exercise of the Option. The Corporation then CMCC and such THIRD PARTY RESEARCHER shall issue (or cause have no further obligation to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior CELGENE with respect to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercisedrelevant THALIDOMIDE INVENTION. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion of (a) The Participant may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed Option from time to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist time with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available then exercisable hereunder by giving the Company's Manager of Compensation and Benefits written notice of the intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is to be exercised. 4.2 In , the event Award Number (as indicated on the first page of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employeeapplicable Award Agreement), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from and the date of the Optionee's termination exercise thereof (but in no event the "Exercise Date"), which date shall the Optionee be entitled to exercise the option within five days after the giving of such notice. (b) On or before the Exercise Date, the Participant shall pay the full amount of the purchase price for the Option Expiration Shares in cash (U.S. dollars) or through the surrender of previously acquired shares of Stock valued at their Fair Market Value on the Exercise Date) . In addition, to the extent permitted by applicable law, the Participant may arrange with a brokerage firm for that Optionee was entitled to exercise it under Section 2 brokerage firm, on the date of termination. 4.4 In the event behalf of the death Participant, to pay the Company the Exercise Price of the OptioneeOption being exercised (either as a loan to the Participant or from the proceeds of the sale of Stock issued pursuant to that exercise of the Option), and the Company shall promptly cause the exercised shares to be delivered to the brokerage firm. Such transactions shall be effected in accordance with such further procedures as the Committee may establish from time to time. On the Exercise Date or as soon thereafter as is practicable, the option granted hereunder Company shall cause to be delivered to the Participant, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) upon full payment for such Option Shares. The obligation of the Company to deliver Option Shares shall, however, be exercised subject to the condition that if at any time within twelve (12) months following the date Committee shall determine in its discretion that the listing, registration or qualification of death (but the Option or the Option Shares upon any securities exchange or such other securities trading system or market or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in no event later connection with, the Option or the issuance or purchase of the Option Shares thereunder, the Option may the option not be exercised after in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. (c) If the Participant fails to pay for any of the Option Expiration Date)Shares specified in such notice or to pay any applicable withholding tax relating thereto or fails to accept delivery of the Option Shares, the Participant's right to purchase such Option Shares may be terminated by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of deathCommittee.

Exercise of Options. 4.1 No portion of (a) The Grantee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available then exercisable hereunder by giving the Secretary of the Company written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at be exercised and the date of such terminationexercise thereof, or to such greater extent as may which date shall be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option at least five days after the giving of such notice unless an earlier time shall have been mutually agreed upon. Notwithstanding the foregoing, an Option Expiration Date) to the extent that Optionee was entitled to exercise it granted under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder this Agreement may be exercised at any time within twelve (12) months following in increments of not less than 10% of the date full number of death (but in no event later may Shares as to which it can be exercised. A partial exercise of an Option will not affect the option be exercised after the Option Expiration Date), by the OptioneeGrantee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only from time to the extent that the Optionee was entitled to exercise the Option time in accordance with Section 2 hereof this Agreement as to the remaining Shares subject to the Option. (b) Full payment (in U.S. dollars) by the Grantee of the option price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of exercise in cash, or certified or cashier's check or money order, or, with the prior written consent of the Board, in whole or in part through the surrender of previously acquired shares of Stock at their fair market value on the exercise date. On the exercise date specified in the Grantee's notice or as soon thereafter as is practicable, but not to exceed ten (10) business days, the Company shall cause to be delivered to the Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) upon full payment for such Option Shares. (c) If the Grantee fails to pay for any of the Option Shares specified in such notice, the Grantee's right to purchase such Option Shares may be terminated by the Company. The date specified in the Grantee's notice as the date of deathexercise shall be deemed the date of exercise of the Option, provided that payment in full for the Option Shares to be purchased upon such exercise shall have been received by such date. (d) Notwithstanding any of the other provisions hereof, Grantee agrees that he will not exercise this Option and that the Company will not be obligated to issue any Option Shares pursuant to this Stock Option Agreement, if the exercise of the Option or the issuance of such Option Shares would constitute a violation by the Grantee or by the Company of any provision of any law or regulation of any governmental authority or national securities exchanges. Upon the acquisition of any Option Shares pursuant to the exercise of the Option herein granted, Grantee will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws with this Stock Option Agreement.

Exercise of Options. 4.1 No portion of (a) The optionee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available then exercisable hereunder by giving the Company written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercisedto be exercised and the date of exercise thereof. 4.2 In (b) Full payment by the event Optionee of termination of an Optionee as an employee the option price for the Option Shares purchased shall be made in cash on or consultant with before the Corporation (but not exercise date specified in the event notice of an exercise. On the exercise date specified in the optionee's notice or as soon thereafter as is practicable, the Company shall cause to be delivered to the Optionee, a certificate or certificates for the Option Shares then being purchased upon full payment of such option Shares. The obligation of the Company to deliver Stock shall, however, be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the Option or the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been affected or obtained free of any conditions not acceptable to the Board. (c) If the Optionee fails to pay for any of the Option Shares specified in such notice or fails to accept delivery thereof, the Optionee's change right to purchase such Option Shares may be terminated by the Company. The date specified in the Optionee's notice as the date of status exercise shall be deemed the date of exercise of the option, provided that payment in full for the Option Shares to be purchased upon such exercise shall have been received by such date. (d) Optionee shall comply with such additional procedures for exercise of the Option as are from employee time to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined established by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion (a) The Optionee may exercise the Options with respect to all or any part of the number of Option Shares then exercisable hereunder from time to time by giving the Chief Financial Officer of the Company written notice of exercise. Each such notice of exercise shall specify the number of Option Shares as to which the Options are to be exercised and the date of exercise thereof, which date shall be at least five days (but not more than fifteen days) after the giving of such notice unless an earlier time shall have been mutually agreed upon by Optionee and the Company. (b) Full payment of the option granted hereunder price for the Option Shares being purchased by the Optionee shall be made by the Optionee in cash (in U.S. dollars) on or prior to the date of exercise specified in the notice of exercise. (c) The Company shall cause to be delivered to the Optionee a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) as soon as is reasonably practicable after the full payment for such Option Shares and satisfaction of all other conditions to exercise set forth in this Agreement. (d) If the Optionee fails to pay for any of the Option Shares specified in a notice of exercise or fails to accept delivery thereof, the Optionee’s right to purchase such Option Shares shall terminate. (e) Notwithstanding any other provision of this Agreement, the Optionee’s right to exercise Options and be issued Option Shares is subject to the conditions set forth in this Section 4(e) in addition to any other conditions set forth elsewhere in this Agreement. The Optionee may not exercise any Options in whole or in part or be issued any Option Shares unless (i) the transaction is in compliance with all applicable state and Federal securities laws, (ii) the transaction is exempt from the qualification and registration requirements of applicable state and Federal securities laws, and (iii) the Company and the Optionee comply with any requirements applicable to the transaction, if any, that are contained in any credit or loan agreement to which the Company is a party. In addition, the obligation of the Company to deliver Stock shall be subject to the condition that if at any time the Company shall determine that the listing, registration, or qualification of the Options or the Option Shares upon any securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Options or the issuance or purchase of Stock thereunder, the Options may not be exercised for a fraction in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of a share. The option granted hereunder shall be deemed any conditions not acceptable to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercisedCompany. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion (a) The Optionee may exercise the Option with respect to all or any part of the option granted number of Option Shares then exercisable hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of by giving the Secretary of the Corporation accompanied by full payment written notice of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right intent to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Optionexercise. The Corporation notice of exercise shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in specify the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercisedto be exercised and the date of exercise thereof, which date shall be at least five days after the giving of such notice unless an earlier time shall have been mutually agreed upon. 4.2 In (b) Full payment (in U.S. dollars) by the event Optionee of termination the option price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of an Optionee as an employee or consultant exercise in cash, or, with the Corporation (but not in the event prior written consent of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, in whole or in part through the surrender of previously acquired shares of Stock at least thirty (30) days (but their fair market value on the exercise date. On the exercise date specified in no event later than the Optionee's notice or as soon thereafter as is practicable, the Corporation shall cause to be delivered to the Optionee, a certificate or certificates for the Option Expiration Date)Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, exercise as the option granted hereunder Corporation may elect) upon full payment for such Option Shares. The obligation of the Corporation to deliver Stock shall, however, be subject to the extent condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Board. (c) If the Optionee was entitled fails to exercise it under Section 2 hereof at pay for any of the Option Shares specified in such notice or fails to accept delivery thereof, the Optionee's right to purchase such Option Shares may be terminated by the Corporation. The date specified in the Optionee's notice as the date of such termination, or to such greater extent as may exercise shall be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from deemed the date of exercise of the Optionee's termination (but Option, provided that payment in no event shall the Optionee be entitled to exercise the option after full for the Option Expiration Date) Shares to the extent that Optionee was entitled to be purchased upon such exercise it under Section 2 on the date of terminationshall have been received by such date. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion of (a) Grantee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available that are exercisable hereunder by giving the Secretary of the Company written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercisedto be exercised and date of exercise thereof, which date shall be at least five (5) days after the signing of such notice unless an earlier time shall have been mutually agreed upon. 4.2 In (b) Full payment (in U.S. dollars) by Grantee of the event of termination of an Optionee as an employee Option Price for Option Shares purchased shall be made on or consultant with before the Corporation (but not exercise date specified in the event notice of an Optioneeexercise in cash, or as the Company may otherwise permit as further set forth in the Plan. On the exercise date specified in Xxxxxxx's change of status from employee to consultant notice or from consultant to employee), such Optionee may, but only within such period of time as soon thereafter as is determined practicable, the Company shall cause to be delivered to Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) upon full payment for such Option Shares. The obligation of the Company to deliver Stock shall, however, be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Option or the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. (c) If Grantee fails to pay for any of the Option Shares specified in such notice or fails to accept delivery thereof, Xxxxxxx's right to purchase such Option Shares may be terminated by the Board, Company or the exercise of at least thirty (30) days (but in no event later than the Option Expiration Date)may be ignored, exercise as the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at Committee in its sole discretion may determine. The date specified in Grantee's notice as the date of such termination, or to such greater extent as may exercise shall be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from deemed the date of exercise of the Optionee's termination (but Option, provided that payment in no event shall the Optionee be entitled to exercise the option after full for the Option Expiration Date) Shares to the extent that Optionee was entitled to be purchased upon such exercise it under Section 2 on the date of terminationshall have been received by such date. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion of (a) The Optionee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist Options with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available then exercisable hereunder from time to time by giving the Chief Financial Officer of the Company written notice of exercise. Each such notice of exercise shall specify the number of Option Shares as to which the Option is exercised. 4.2 In Options are to be exercised and the event date of termination of an Optionee as an employee or consultant with the Corporation exercise thereof, which date shall be at least five days (but not in more than fifteen days) after the event giving of such notice unless an Optionee's change earlier time shall have been mutually agreed upon by Optionee and the Company. (b) Full payment of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined the option price for the Option Shares being purchased by the Board, of at least thirty Optionee shall be made by the Optionee in cash (30in U.S. dollars) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder on or prior to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of exercise specified in the notice of exercise. (c) The Company shall cause to be delivered to the Optionee a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) as soon as is reasonably practicable after the full payment for such termination, or Option Shares and satisfaction of all other conditions to such greater extent as may be determined by the Board. exercise set forth in this Agreement. (d) If the Optionee does not fails to pay for any of the Option Shares specified in a notice of exercise such option or fails to the extent so entitled within the time specified hereinaccept delivery thereof, the option Optionee’s right to purchase such Option Shares shall terminate. 4.3 (e) Notwithstanding any other provision of this Agreement, the Optionee’s right to exercise Options and be issued Option Shares is subject to the conditions set forth in this Section 4(e) in addition to any other conditions set forth elsewhere in this Agreement. The Optionee may not exercise any Options in whole or in part or be issued any Option Shares unless (i) the transaction is in compliance with all applicable state and Federal securities laws, (ii) the transaction is exempt from the qualification and registration requirements of applicable state and Federal securities laws, and (iii) the Company and the Optionee comply with any requirements applicable to the transaction, if any, that are contained in any credit or loan agreement to which the Company is a party. In addition, the event of termination of an Optionee's status as an employee or consultant as a result obligation of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event Company to deliver Stock shall the Optionee be entitled to exercise the option after the Option Expiration Date) subject to the extent condition that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised if at any time within twelve (12) months following the date Company shall determine that the listing, registration, or qualification of death (but the Options or the Option Shares upon any securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in no event later connection with, the Options or the issuance or purchase of Stock thereunder, the Options may the option not be exercised after the Option Expiration Date)in whole or in part unless such listing, by the Optionee's estate registration, qualification, consent, or by a person who acquired the right to exercise the Option by bequest approval shall have been effected or inheritance, but only obtained free of any conditions not acceptable to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of deathBoard.

Exercise of Options. 4.1 No portion of (a) The Grantee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available then exercisable hereunder by giving the Secretary of the Company written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at be exercised and the date of such terminationexercise thereof, or to such greater extent as may which date shall be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option at least five days after the giving of such notice unless an earlier time shall have been mutually agreed upon. Notwithstanding the foregoing, an Option Expiration Date) to the extent that Optionee was entitled to exercise it granted under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder this Agreement may be exercised at any time within twelve (12) months following in increments of not less than 10% of the date full number of death (but in no event later may Shares as to which it can be exercised. A partial exercise of an Option will not affect the option be exercised after the Option Expiration Date), by the OptioneeGrantee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only from time to the extent that the Optionee was entitled to exercise the Option time in accordance with Section 2 hereof this Agreement as to the remaining Shares subject to the Option. (b) Full payment (in U.S. dollars) by the Grantee of the option price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of exercise in cash, or certified or cashier's check or money order, or, with the prior written consent of the Board, in whole or in part through the surrender of previously acquired shares of Stock at their fair market value on the exercise date. On the exercise date specified in the Grantee's notice or as soon thereafter as is practicable, but not to exceed ten (10) business days, the Company shall cause to be delivered to the Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) upon full payment for such Option Shares. If the Grantee fails to pay for any of the Option Shares specified in such notice, the Grantee's right to purchase such Option Shares may be terminated by the Company. The date specified in the Grantee's notice as the date of deathexercise shall be deemed the date of exercise of the Option, provided that payment in full for the Option Shares to be purchased upon such exercise shall have been received by such date. (c) Notwithstanding any of the other provisions hereof. Grantee agrees that he will not exercise this Option and that the Company will not be obligated to issue any Option Shares pursuant to this Stock Option Agreement, if the exercise of the Option or the issuance of such Option Shares would constitute a violation by the Grantee or by the Company of any provision of any law or regulation of any governmental authority or national securities exchanges. Upon the acquisition of any Option Shares pursuant to the exercise of the Option herein granted, Grantee will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws with this Stock Option Agreement.

Exercise of Options. 4.1 No portion The Executive may exercise the Options at any time or from time to time during the Term, in whole or in part by submitting to Xxxxx a fully executed Option Exercise Form, accompanied by payment in full by the Executive to Xxxxx of the option granted hereunder applicable Exercise Price for the Option Shares to be purchased in connection with such Option exercise either: (i) in cash; (ii) by certified cheque or bank draft; (iii) through a procedure whereby the Executive delivers irrevocable instructions to a broker approved by the Committee to deliver promptly to Xxxxx an amount equal to the applicable Exercise Price either upon exercise or sale, as approved by the Committee; or (iv) on such other terms and conditions as may be exercised for a fraction acceptable to the Committee (including, without limitation, the relinquishment of a shareOptions). The option granted hereunder No Common Shares shall be deemed issued until payment therefor, as provided herein, has been made or provided for. Upon any such exercise, Xxxxx shall forthwith cause certificates registered in the name of the Executive representing the aggregate number of the Common Shares as the Executive shall have then validly exercised Options to acquire to be exercised when written notice of such exercise has been given delivered to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding Executive. 4.2 If upon the exercise of Options pursuant to Section 4.1, no further Option Shares remain available for issuance under this Option Agreement, the Option. The Corporation Executive shall, at the time of delivery of the Option Exercise Form, also deliver to Xxxxx this Option Agreement. 4.3 No fractional shares shall issue (or cause to be issued) such stock certificate promptly issued upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of terminationOptions. 4.4 In the event of the death of the Optionee, the option granted hereunder The Options may be exercised at any time within twelve (12) months following or from time to time as aforesaid during the date Term and, at the Time of death (but in no event later Expiry, the Options and this Option Agreement shall expire and terminate. The Options may the option be exercised after the Option Expiration Date)exercised, by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritanceand are exercisable, but only to the extent that the Optionee was entitled to exercise the Option permissible in accordance with Section 2 hereof on applicable law. For greater certainty from and after the date Time of deathExpiry, the Options and this Option Agreement and the rights represented hereby shall be void and of no effect. 4.5 Nothing herein contained or done pursuant hereto shall obligate the Executive to purchase or pay for, or obligate Xxxxx to issue, any Option Shares except those Option Shares in respect of which the Executive shall have validly exercised the Option to purchase hereunder and in the manner herein provided. 4.6 Xxxxx covenants and agrees that all the Common Shares which may be issued upon the valid exercise of the Options will, upon issuance, be duly authorized, validly issued and non-assessable and free from all pre-emptive rights of any shareholder in connection with such exercise but subject to any legend requirements or other restrictions imposed by applicable law. Xxxxx further covenants and agrees that, during the period within which the Options may be exercised, Xxxxx will at all times have authorized and reserved, for the purpose of issue upon exercise of the Options, a sufficient number of authorized but unissued Common Shares when and as required to provide for the exercise of the Options. 4.7 The Executive shall have full ownership rights with respect to each Common Shares that is the subject of an Option upon the occurrence of, and shall not be deemed for any purpose to be the owner of any Common Share that is the subject of an Option until, (i) such Common Share shall have been issued in accordance with this Option Agreement; (ii) all requirements under applicable law and regulations with respect to such exercise shall have been complied with to the satisfaction of Xxxxx; and (iii) Xxxxx shall have issued and delivered such Common Share to the Executive.

Exercise of Options. 4.1 No portion A. Participant may exercise the Options with respect to all or any part of the option granted number of Shares then exercisable hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of by giving the Secretary of the Corporation accompanied written notice of intent to exercise. The notice of exercise shall specify the number of Shares as to which Participant is exercising and the date of exercise thereof, which date shall be not less than five (5) days after the giving of such notice (unless an earlier time shall have been mutually agreed upon in writing). All or any portion of the vested portion of the Option may be exercised by full Participant during the Exercise Period. B. Notwithstanding anything contained in this Article 4 to the contrary, each Option may be exercised only in compliance with all applicable securities laws and only by (i) Participant’s completion, execution and delivery to the Corporation of a notice of exercise and, if required by the Corporation, an "investment letter" as supplied by the Corporation and (ii) the payment to the Corporation, as provided in Article 4D hereof, of an amount equal to the amount obtained by multiplying the Exercise Price of such Option by the number of Shares being purchased pursuant to such exercise as shall be specified by Participant in such notice of exercise. C. In the event of the death or Disability of Participant at such time that Participant shall possess an Option pursuant to the terms of this Agreement, within three years following Participant’s termination of employment, Participant or Participant’s estate, executors or administrators, or personal or legal representatives, as the case may be, shall be entitled to exercise any Options that are or become exercisable within three years following Participant's termination of employment (but not beyond the Option Termination Date) and all such Options not exercised within such period shall be forfeited. Any person, other than Participant, so desiring to exercise Participant's Options shall be required, as a condition to the exercise of the Options, to furnish to the Corporation such documentation as the Corporation shall deem satisfactory to evidence the authority of such person to exercise the Options on behalf of Participant. In the event of the exercise price of such Options by Participant's estate, executors or administrators, or personal or legal representatives, all references herein to Participant shall, to the extent applicable, be deemed to refer to and include such estate, executors or administrators, or personal or legal representatives, as the case may be. D. The Exercise Price shall be paid in full by such other documents as Participant for the Shares purchased on or before the exercise date specified in the notice of exercise, at Participant's option, in one or a combination of the following methods: (i) in cash or by electronic funds transfer; (ii) by check payable to the order of the Corporation; (iii) if authorized by the Board of Directors of the Corporation (the "Board"), or the Compensation Committee of the Board (the "Committee"), by a promissory note of the Participant; (iv) by notice and third party payment in such manner as may reasonably request. Until the issuance (as evidenced be authorized by the appropriate entry on Board or the books Committee; (v) by the delivery of shares of Common Stock of the Corporation already owned by the Participant; or of (vi) pursuant to a duly authorized transfer agent of "cashless exercise" procedure (the Corporation"Cashless Exercise Right") of pursuant to which the stock certificate evidencing Participant shall surrender to the Corporation such Option Sharesand a notice of exercise, no right duly completed and executed by the Participant to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding evidence the exercise of the Cashless Exercise Right by authorizing the Corporation to withhold from issuance a number of Shares issuable upon such exercise of such Option which, when multiplied by the Fair Market Value (as defined below) of such Shares, is equal to the aggregate Exercise Price of such Option (and such withheld Shares shall no longer be issuable under such Option). Shares of Common Stock used to satisfy the Exercise Price of an Option shall be valued at their Fair Market Value on the date of exercise. E. The "Fair Market Value" shall be determined as follows: (a) if the security at issue is listed on a national securities exchange or admitted to unlisted trading privileges on such an exchange or quoted on either the National Market System or the Small Cap Market of the automated quotation service operated by The Nasdaq Stock Market, Inc., the Fair Market Value shall be the last reported sale price of that security on such exchange or system on the day for which the Fair Market Value is to be determined or, if no such sale is made on such day, the average of the highest closing bid and lowest asked price for such day on such exchange or system; or (b) if the security at issue is not so listed or quoted or admitted to unlisted trading privileges, the Fair Market Value shall be the average of the last reported highest bid and lowest asked prices quoted on the Electronic Bulletin Board operated by The Nasdaq Stock Market, Inc., or, if not so quoted, then by the National Quotation Bureau, Inc. on the last business day prior to the day for which the Fair Market Value is to be determined; or (c) if the security at issue is not so listed or quoted or admitted to unlisted trading privileges and bid and asked prices are not reported, the Fair Market Value shall be determined in such reasonable manner as may be prescribed from time to time by the Board. F. Upon the exercise of all or any portion of an Option by Participant, or as soon thereafter as is practicable, the Corporation shall issue and deliver to Participant (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior broker or, if acceptable to the date the stock Corporation, to any other person designated by Participant) a certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the or certificates evidencing such number of Option Shares which thereafter may as Participant has elected to purchase. Such certificate or certificates shall be available registered in the name of Participant (or the designated broker or other person) and, if applicable, shall bear an appropriate investment warranty legend, any legend required by an applicable securities law, rule or regulation and, if applicable, a legend referring to the number restrictions provided hereunder and under the Employment Agreement and any legend required by applicable law. Upon the exercise of an Option and the issuance and delivery of such certificate or certificates, Participant (or the person to whom such stock certificates are registered) shall have all the rights of a stockholder with respect to such Option Shares as and to which the Option is exercised. 4.2 receive all dividends or other distributions paid or made with respect thereto. In the event that the capital stock of termination of an Optionee as an employee or consultant with the Corporation is converted in whole or in part into securities of any other entity, a determination as to whether the securities of the other entity so received (but not if any) shall be subject to the restrictions set forth in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined this Agreement shall be made solely by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminateother entity. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No (a) During the lifetime of Optionee, only Optionee or his guardian or legal representative may exercise the Option, or any portion thereof. Following the death of Optionee, any exercisable portion of the option granted hereunder Option may, prior to the time the Option expires under Paragraph 3(e)(ii) above, be exercised by Optionee’s legal representative or by any person empowered to do so under Optionee’s will or under the then applicable laws of descent and distribution. (b) The Option, to the extent vested, may be exercised for a fraction in whole or in part, provided exercise in part must be in multiples of a share. ten (10) shares, or if the balance of shares unexercised is less than ten (10) shares then an amount equal to the balance. (c) The option granted hereunder shall Option, or the portion thereof then exercisable, may be deemed exercised, subject to registration or qualification of the Option Shares to be exercised when written notice received on any such Option exercise under any federal or state law and the rules and regulations of such exercise has been given governmental authorities thereunder as the Board may deem necessary or advisable, by delivery to the Corporation to the attention office of the Secretary of the Corporation accompanied by full payment Company of all of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is following prior to the date time when the stock certificate is issuedOption expires under Section 3(d) or (e) hereof: (i) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option, except as provided in Section 5 hereof. Exercise of stating that the Option or a portion thereof is thereby exercised. Such notice shall comply with all applicable rules established by the Board, including a statement of the option granted hereunder number of shares to be purchased. If the Option is to be exercised by the participant’s representative pursuant to Section 4(a) hereof, such proof of the representative’s authority must also be provided to the Company as shall be determined by the Board. (ii) Payment in any manner shall result in a decrease in full of the Option Price for the number of Option Shares which thereafter being purchased under the Option. Such payment must accompany the notice of exercise or be paid to the Company within thirty (30) days of the date of such notice. Payment of the Option Price may be available made (i) in cash, (ii) in shares of Common Stock previously owned by Optionee at the stock’s then fair market value, (iii) by instructing the Company to withhold from the Common Stock to be issued on such exercise a sufficient number of Shares shares, at the then- current fair market value of such shares, to cover the Option Price, or (iv) any combination of the preceding, at the election of the Optionee. (d) As soon as administratively feasible after receipt of the notice and payment in full of the Exercise Price as provided in Section 4(c), the Company shall issue and deliver to Optionee a certificate representing the shares of Common Stock as to which the Option is has been exercised. 4.2 In , or the event of termination of an Optionee as an employee or consultant with the Corporation (but not net shares in the event the Company has been instructed by Optionee to withhold shares for the payment of an Optionee's change the Option Price and/or taxes. (e) The Option Shares, or any part thereof, issued under the Option may be either previously authorized but unissued shares or issued shares held in treasury of status from employee the Company. The Option Shares, when issued or delivered pursuant to consultant any exercise of the Option, shall be fully paid and nonassessable. (f) Optionee as such shall not be, and shall not have any of the rights or from consultant privileges of, a stockholder of the Company with respect to employee), any Option Shares unless and until such Optionee may, but only within such period of time as is determined Option Shares have been issued or delivered by the BoardCompany to Optionee in accordance with this Agreement. (g) The Company is authorized to withhold in accordance with applicable law, of at least thirty (30) days (but in no event later than the Option Expiration Date)from any regular cash compensation payable to Optionee, exercise the option granted hereunder any taxes required to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined withheld by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified hereinCompany under Federal, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee State or consultant local law, as a result of exercise under the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986Option. Alternatively, as amended, the Optionee may exercise instruct the option granted hereunder within twelve (12) months Company to withhold from the date Common Stock to be issued on exercise a sufficient number of shares, at the Optionee's termination (but in no event shall then-current fair market value of such shares to cover the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of terminationCompany’s withholding obligation. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion of (a) Subject to their prior termination pursuant to Section 7.1, the option granted hereunder Options may be exercised in whole or in part only after the occurrence of an Acquisition Event as that term is defined in the Reorganization Agreement. (b) In the event Humboldt is entitled to and wishes to exercise the Options, it shall send to Tehama a written notice (the date of which being herein referred to as the "Notice Date") specifying (i) the total number of shares it will purchase pursuant to such exercise and (ii) a place and date for closing such purchase not earlier than three Business Days nor later than 60 Business Days from the Notice Date for the closing of such purchase (the "Closing Date"); provided that if prior notification to or approval of the Federal Reserve Board or any other regulatory agency is required in connection with such purchase, Humboldt shall promptly file the required notice or application for approval, shall promptly notify Tehama of such filing, and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any required notification periods have expired or been terminated or such approvals have been obtained and any requisite waiting period or periods shall have passed. (c) At the closing referred to in subsection (b), Humboldt shall pay to Tehama the aggregate purchase price for the shares of Common Stock purchased pursuant to the exercise of the Options in immediately available funds by wire transfer to a fraction bank account designated by Tehama, provided that failure or refusal of Tehama to designate such a share. The option granted hereunder bank account shall not preclude Humboldt from exercising the Options. (d) At such closing, simultaneously with the delivery of immediately available funds as provided in subsection (c), Tehama shall deliver to Humboldt a certificate or certificates representing the number of shares of Common Stock purchased by Humboldt. (e) Upon the giving by Humboldt to Tehama of the written notice of exercise of the Options provided for under subsection (b) and the tender of the applicable purchase price in immediately available funds, Humboldt shall be deemed to be exercised when written notice the holder of such exercise has been given to the Corporation to the attention record of the Secretary shares of Common Stock issuable upon such exercise, notwithstanding that the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the stock transfer books of the Corporation Tehama shall then be closed or that certificates representing such shares of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option SharesCommon Stock shall not then be actually delivered to Humboldt. Tehama shall pay all expenses, no right to vote or receive dividends or and any other rights as a shareholder shall exist with respect to the Option Sharesand all federal, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend state and local taxes or other right for which charges that may be payable in connection with the record date is prior to the date the preparation, issue and delivery of stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted certificates hereunder in any manner shall result in a decrease in the number name of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercisedHumboldt. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion a. Exercise of the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder this Option shall be deemed to be exercised when written notice of such exercise has been given made upon delivery to the Corporation Company pursuant to Section 8, of (i) this Stock Option Agreement; (ii) a duly completed and executed election notice, in the attention of form attached hereto (the Secretary of the Corporation accompanied by full “Election Notice”) and (iii) payment of the exercise price and by such other documents as the Board of Directors Exercise Price. Payment of the Corporation (Exercise Price may be made at the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books option of the Corporation Option Holder either (a) in cash, wire transfer or of a duly authorized transfer agent by certified or official bank check payable to the order of the Corporation) Company equal to Exercise Price per share in effect at the time of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in multiplied by the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not specified in the event of an Optionee's change of status from employee to consultant Election Notice, or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30b) days through a cashless exercise provided in Section 4(b) below. The Company shall promptly (but in no event later than five (5) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Option Expiration DateHolder in such name or names as the Option Holder may designate in the Election Notice, a certificate for the Option Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Option Holder to receive Option Shares shall be deemed to have become holder of record of such Option Shares as of the Date of Exercise of this Option. All Option Shares delivered to the Option Holder the Company covenants, shall upon due exercise of this Option, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by NASDAQ Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Option Share (at the date of calculation as set forth below), exercise in lieu of exercising this Option for cash, the option granted hereunder Option Holder may elect to receive that number of Option Shares computed using the following formula: X=Y*(A-B)/A Where X= the number of shares of Common Stock to be issued to the extent that Optionee was entitled to exercise it Option Holder Y= the number of shares of Option Shares purchasable under Section 2 hereof this Option or, if only a portion of this Option is being exercised, the portion of this Option being exercised (at the date of such termination, or calculation). The maximum number of shares which shall be issuable pursuant to such greater extent a cashless exercise is 185,000 . A= Fair Market Value B= Exercise Price (as may be determined by the Board. If the Optionee does not exercise such option adjusted to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Datesuch calculation), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion An Option shall be exercisable, in whole or in part, only within the period specified in the grant of the option Option, which period shall not extend beyond the date ten (10) years after the date of the grant. In addition, no Option granted hereunder may be exercised for to a fraction of a share. The option granted hereunder Participant under this Plan shall be deemed exercisable while there is outstanding (as defined in IRC ss.422A(c)(7)) any other Option which was granted to such Participant prior to the granting of such Option. A Participant shall exercise an Option by delivering to the Company written notice which states such intention and the number of Shares to be exercised when written notice acquired thereby and by making payment for such Shares to the Company at its principal office. Upon the exercise of an Option by a Participant in compliance with the provisions of this paragraph, and upon receipt by the Company of payment for the Shares acquired under such Option, the Company shall deliver or cause to be delivered to such Participant a certificate or certificates registered in the name of such exercise has been given Participant for the number of Shares to the Corporation be issued pursuant to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option; provided, however, that in no event shall any Shares be issued pursuant to the exercise of an Option until full payment therefor shall have been made by cash or certified check, and the Participant shall not exercise any rights with respect to such Shares until they have been issued. The Corporation shall issue (Notwithstanding the foregoing, in lieu of payment for the Shares by cash or cause certified check, the Compensation Committee may, in its absolute discretion, permit payment for the Shares to be issued) such stock made by any other method it deems acceptable and which still meets the requirements of IRC Section 422 and is in compliance with Kansas law. Upon the delivery of a Share certificate promptly upon pursuant to the exercise of any portion an Option by a Participant in compliance with the provisions hereof, a notation shall be made on the back of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number grant of Option Shares which thereafter may be available by was exercised in whole or in part indicating the number of Shares acquired, the date of acquisition, and the total purchase price paid. Such notation shall be initialed by the Participant and by the President of the Company at the closing of such sale. PARTIAL EXERCISE OF OPTIONS Except as to which otherwise specifically provided herein, an Option may be exercised in part by a Participant only upon the Option is exercised. 4.2 In the event of termination following conditions: - Only one (1) partial exercise of an Optionee as an employee or consultant with the Corporation (but not Option may be made by each Participant during any calendar quarter; and - Each partial exercise of any Option must result in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, acquisition of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate600 Shares. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion of the option granted hereunder The Award Recipient may be exercised for exercise a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents vested Option only as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporationset forth in Section 5(a)(iv) of the stock certificate evidencing such Option SharesPlan, no right which requires the Award Recipient to vote or receive dividends or any other rights as a shareholder shall exist with respect give written notice (the “Notice”) to the Option Shares, notwithstanding the exercise Company of an election to purchase some or all of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion vested Option Shares purchasable at the time of the option granted hereunderNotice. No adjustment will Such Notice should be made for a dividend or other right for which delivered by email to xxxxxx.xxxx.xxxxxxxxxxxxx@xxxx.xxx. (a) In the record date is prior event the Award Recipient seeks to exercise with the date intent to hold the stock certificate is issuedOption Shares so purchased, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in Notice must specify both the number of Option Shares which thereafter may to be available by purchased (i.e., the number of Options to be exercised) and the form of delivery (i.e., whether the Award Recipient requires physical delivery of stock certificates representing the purchased Option Shares or accepts the “book-entry” process, whereby the Company’s transfer agent facilitates deposit of the Option Shares into the Award Recipient’s E*TRADE account). Upon receipt of such Notice, the Company will send an email to the Award Recipient acknowledging receipt and providing instructions as to which how the Award Recipient should deliver payment for the purchase of Option Shares (in either or both of the permissible forms set forth in Section 5(a)(iv)(A) or Section 5(a)(iv)(B) of the Plan) to complete the exercise. No stock certificates for Option Shares purchased via exercise will be issued to the Award Recipient until the Company has completed all steps required hereunder and by law to be taken in connection with the issue and sale of the Option is exercisedShares. Until the Award Recipient shall have complied with the requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option Shares subject to this Grant, and the determination of the Executive Compensation Committee of the Board of Directors as to such compliance shall be final and binding on the Award Recipient. Award Recipient shall not be deemed for any purpose to be the owner of any Option Shares subject to this Grant until such Option Shares shall have been issued in accordance with the foregoing provisions. 4.2 (b) In the event the Award Recipient intends to execute a “cashless exercise”1, the Notice must specify the intent to execute a cashless transaction and the number of termination Options to be so exercised. Upon receipt of such Notice, the Company will send an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder email to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result Award Recipient acknowledging receipt of the Optionee's "disability," as defined in Section 22(e)(3) Notice and will contact E*TRADE regarding the intentions of the Internal Revenue Code Award Recipient. After the Award Recipient receives the acknowledgement email, he or she must contact E*TRADE to complete the transaction.2 The Company will not complete cashless exercise transactions on behalf of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of terminationAward Recipients. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion (a) The Optionee may exercise the Options with respect to all or any part of the number of Option Shares then exercisable hereunder by giving the Chief Financial Officer of the Company written notice of exercise. The notice of exercise shall specify the number of Option Shares as to which the Options are to be exercised and the date of exercise thereof, which date shall be at least five days (but not more than fifteen days) after the giving of such notice unless an earlier time shall have been mutually agreed upon by Optionee and the Company. (b) Full payment of the option granted hereunder price for the Option Shares being purchased by the Optionee shall be made by the Optionee in cash (in U.S. dollars) prior to the date of exercise specified in the notice of exercise. (c) The Company shall cause to be delivered to the Optionee a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) as soon as is reasonably practicable after the full payment for such Option Shares and satisfaction of all other conditions to exercise set forth in this Agreement. (d) If the Optionee fails to pay for any of the Option Shares specified in a notice of exercise or fails to accept delivery thereof, the Optionee’s right to purchase such Option Shares shall terminate. (e) Notwithstanding any other provision of this Agreement, the Optionee’s right to exercise Options and be issued Option Shares is subject to the conditions set forth in this Section 4(e) in addition to any other conditions set forth elsewhere in this Agreement. The Optionee may not exercise any Options in whole or in part or be issued any Option Shares unless (i) the transaction is in compliance with all applicable state and Federal securities laws, (ii) the transaction is either registered or is exempt from the qualification and registration requirements of applicable state and Federal securities laws, and (iii) the Company and the Optionee comply with any requirements applicable to the transaction, if any, that are contained in any credit or loan agreement to which the Company is a party. In addition, the obligation of the Company to deliver Stock shall be subject to the condition that if at any time the Company shall determine that the listing, registration, or qualification of the Options or the Option Shares upon any securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Options or the issuance or purchase of Stock thereunder, the Options may not be exercised for a fraction in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of a share. The option granted hereunder shall be deemed any conditions not acceptable to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercisedCompany. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion Each election to exercise the Options shall be subject to the terms and conditions of the option granted hereunder Plan and shall be in writing, signed by the Optionee or by his or her executor or administrator or by the person or persons to whom the Options are transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and made pursuant to and in accordance with the terms and conditions set forth in the Plan. The latest date on which the Options may be exercised for a fraction (the “Final Exercise Date”) is the date which is the tenth anniversary of a sharethe Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement. The option granted hereunder shall be deemed Notwithstanding the foregoing, and subject to the provisions of Sections 2(b) and 2(c) above, the following rules will apply if an Optionee’s Employment ceases in all circumstances: automatically and immediately upon the cessation of Employment, the Options will cease to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price exercisable and by such other documents as the Board of Directors of the Corporation will terminate, except that: (the "Board"a) may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend Options held by the Optionee or other right for which the record date is Optionee’s permitted transferees, if any, immediately prior to the date termination of the stock certificate is issuedOptionee’s Employment by reason other than death, except as provided in Section 5 hereof. Disability, Retirement or for Cause, to the extent then vested and exercisable, will remain exercisable for the shorter of (i) a period of 90 days or (ii) the period ending on the Final Exercise of a Date, and will thereupon terminate; (b) any portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available Options held by the number of Shares as Optionee or the Optionee’s permitted transferees, if any, immediately prior to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee the Optionee’s Employment by reason of death or consultant Disability, to the extent then vested and exercisable, will remain exercisable for the shorter of (i) the one year period ending with the Corporation first anniversary of the Optionee’s death or Disability, as the case may be, or (but not ii) the period ending on the Final Exercise Date, and will thereupon terminate; (c) any portion of the Options held by the Optionee or the Optionee’s permitted transferees, if any, immediately prior to the Optionee’s Retirement, to the extent then exercisable will remain exercisable for the lesser of (i) a period of two years or (ii) the period ending on the Final Exercise Date, and will thereupon terminate; provided that the Options will terminate immediately in the event the Board determines that the Optionee has not complied with any non-competition, non-solicitation, non-disclosure, or confidentiality agreement with the Company or its Affiliates, or, if not subject to such agreement, has engaged in Competitive Activity; and (d) any portion of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined the Options held by the BoardOptionee or the Optionee’s permitted transferees, of at least thirty (30) days (but in no event later than the Option Expiration Date)if any, exercise the option granted hereunder immediately prior to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result cessation of the Optionee's "disability," as defined ’s Employment will immediately terminate upon such cessation if such cessation of Employment has resulted in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled connection with an act or failure to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of terminationact constituting Cause. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion Each election to exercise the Options shall be subject to the terms and conditions of the option granted hereunder Plan and shall be in writing, signed by the Optionee or by his or her executor or administrator or by the person or persons to whom the Options are transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and made pursuant to and in accordance with the terms and conditions set forth in the Plan. The latest date on which the Options may be exercised for a fraction (the “Final Exercise Date”) is the date which is the tenth anniversary of a sharethe Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement. The option granted hereunder shall be deemed Notwithstanding the foregoing, the following rules will apply if an Optionee’s Employment ceases in all circumstances: automatically and immediately upon the cessation of Employment, the Options, to the extent not earlier terminated (whether pursuant to Section 2(c) or otherwise), will cease to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price exercisable and by such other documents as the Board of Directors of the Corporation will terminate, except that: (the "Board"a) may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available Options held by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986’s permitted transferees, as amendedif any, the Optionee may exercise the option granted hereunder within twelve (12) months from on the date of the Optionee's ’s termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) of Employment by reason other than death, Disability, Retirement or for Cause, to the extent that then vested and exercisable, will remain exercisable for the shorter of (i) a period of 90 days or (ii) the period ending on the Final Exercise Date, and will thereupon terminate; (b) any portion of the Options held by the Optionee was entitled to exercise it under Section 2 or the Optionee’s permitted transferees, if any, on the date of termination. 4.4 In the event Optionee’s termination of Employment by reason of death or Disability, to the extent then vested and exercisable (for the avoidance of doubt, after giving effect to any accelerated vesting upon a termination by reason of death or Disability pursuant to Section 2(b)), will remain exercisable for the shorter of (i) the one year period ending with the first anniversary of the Optionee’s death or Disability, as the option granted hereunder case may be exercised at be, or (ii) the period ending on the Final Exercise Date, and will thereupon terminate; (c) any time within twelve (12) months following portion of the date of death (but in no event later may the option be exercised after the Option Expiration Date), Options held by the Optionee or the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance’s permitted transferees, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof if any, on the date of deaththe Optionee’s Retirement, to the extent then vested and exercisable (for the avoidance of doubt, after giving effect to any accelerated vesting upon Retirement pursuant to Section 2(b)) will remain exercisable for the lesser of (i) the two-year period ending with the second anniversary of the Optionee’s Retirement or (ii) the period ending on the Final Exercise Date, and will thereupon terminate; provided that the Options will terminate immediately in the event the Board determines that the Optionee is not in compliance with any non-competition, non-solicitation, non-disclosure, or confidentiality agreement with the Company or its Affiliates, or, if not subject to such agreement, has engaged in Competitive Activity; and (d) any portion of the Options held by the Optionee or the Optionee’s permitted transferees, if any, immediately prior to the cessation of the Optionee’s Employment will immediately terminate upon such cessation if such cessation of Employment has resulted in connection with an act or failure to act constituting Cause, as determined by the Administrator in its sole discretion.

Exercise of Options. 4.1 No portion of (a) Grantee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available that are exercisable hereunder by giving the Secretary of the Company written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercisedto be exercised and date of exercise thereof, which date shall be at least five (5) days after the signing of such notice unless an earlier time shall have been mutually agreed upon. 4.2 In (b) Full payment (in U.S. dollars) by Grantee of the event of termination of an Optionee as an employee Option Price for Option Shares purchased shall be made on or consultant with before the Corporation (but not exercise date specified in the event notice of an Optioneeexercise in cash or as the Company may otherwise permit as further set forth in the Plan. On the exercise date specified in Xxxxxxx's change of status from employee to consultant notice or from consultant to employee), such Optionee may, but only within such period of time as soon thereafter as is determined by practicable, the BoardCompany shall cause to be delivered to Grantee, of at least thirty (30) days (but in no event later than a certificate or certificates for the Option Expiration Date)Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, exercise as the option granted hereunder Company may elect) upon full payment for such Option Shares. The obligation of the Company to deliver Stock shall, however, be subject to the extent condition that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised if at any time within twelve (12) months following the date Committee shall determine in its discretion that the listing, registration or qualification of death (but the Option or the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in no event later connection with, the Option or the issuance or purchase of Stock thereunder, the Option may the option not be exercised after in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. (c) If Grantee fails to pay for any of the Option Expiration Date)Shares specified in such notice or fails to accept delivery thereof, by the OptioneeXxxxxxx's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.purchase such

Exercise of Options. 4.1 No portion A. Except as provided in this paragraph and Paragraph 5.B below, the Option shall become exercisable for the Option Shares in a series of installments as follows: (i) The Option shall become exercisable according to the Vesting Schedule set forth above. Alternatively, at the election of the option granted hereunder Optionee, the Option may be exercised in whole or in part at any time as to Option Shares which have not yet vested. For purposes of this Agreement, Option Shares shall vest based on the continued employment or consulting relationship of Optionee with the Company. Vested Option Shares shall not be subject to the Company's repurchase right (as set forth in the Restricted Stock Purchase Agreement attached hereto as Exhibit B). --------- (ii) As a condition to exercising the Option for unvested Option Shares, the Optionee shall execute the Restricted Stock Purchase Agreement attached hereto as Exhibit B. --------- (iii) The Option may not be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice share of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercisedCommon Stock. 4.2 (iv) In the event of Optionee's death, disability or other termination of an Optionee as an employee the employment or consultant with consulting relationship, the Corporation (but not in exercisability of the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as Option is determined governed by the Board, provisions of at least thirty this Paragraph 5 and Paragraph 6 below. (30v) days (but in In no event later than may this Option be exercised after the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If . B. Should the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee die or consultant as a result of the Optionee's "disability," become permanently disabled (as defined in Section 22(e)(3) of the Internal Revenue Code Code) while serving as an Employee, then the Option shall accelerate in full and become exercisable for all of 1986the Option Shares subject to the Option at the time of such death or permanent disability. C. Once the Option becomes exercisable for one or more installments of the Option Shares, as amendedthose installments shall accumulate, and the Optionee may exercise Option shall remain exercisable for the accumulated installments until the Expiration Date or sooner termination of the option granted hereunder within twelve (12) months from the date term under Paragraph 6 or Paragraph 8 of this Agreement. D. The Option shall not become exercisable for any additional Option Shares following the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date cessation of terminationservice as an Employee. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion Each election to exercise the Options shall be subject to the terms and conditions of the option granted hereunder Plan and shall be in writing, signed by the Optionee or by his or her executor or administrator or by the person or persons to whom the Options are transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and made pursuant to and in accordance with the terms and conditions set forth in the Plan. The latest date on which the Options may be exercised for a fraction (the “Final Exercise Date”) is the date which is the tenth anniversary of a sharethe Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement. The option granted hereunder shall be deemed Notwithstanding the foregoing, and subject to the provisions of Sections 2(b) and 2(c) above, the following rules will apply if an Optionee’s Employment ceases in all circumstances: automatically and immediately upon the cessation of Employment, the Options will cease to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price exercisable and by such other documents as the Board of Directors of the Corporation will terminate, except that: (the "Board"a) may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend Options held by the Optionee or other right for which the record date is Optionee’s permitted transferees, if any, immediately prior to the date termination of the stock certificate is issuedOptionee’s Employment by reason other than death, except as provided in Section 5 hereof. Disability, Retirement or for Cause, to the extent then vested and exercisable, will remain exercisable for the shorter of (i) a period of 90 days or (ii) the period ending on the Final Exercise of a Date, and will thereupon terminate; (b) any portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available Options held by the number of Shares as Optionee or the Optionee’s permitted transferees, if any, immediately prior to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee the Optionee’s Employment by reason of death or consultant Disability, to the extent then vested and exercisable, will remain exercisable for the shorter of (i) the one year period ending with the Corporation first anniversary of the Optionee’s death or Disability, as the case may be, or (but not ii) the period ending on the Final Exercise Date, and will thereupon terminate; (c) any portion of the Options held by the Optionee or the Optionee’s permitted transferees, if any, immediately prior to the Optionee’s Retirement, to the extent then exercisable will remain exercisable for the lesser of (i) a period of two years or (ii) the period ending on the Final Exercise Date, and will thereupon terminate; provided that the Options will terminate immediately in the event the Board determines that the Optionee is not in compliance with any non-competition, non-solicitation, non-disclosure, or confidentiality agreement with the Company or its Affiliates; and (d) any portion of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined the Options held by the BoardOptionee or the Optionee’s permitted transferees, of at least thirty (30) days (but in no event later than the Option Expiration Date)if any, exercise the option granted hereunder immediately prior to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result cessation of the Optionee's "disability," as defined ’s Employment will immediately terminate upon such cessation if such cessation of Employment has resulted in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled connection with an act or failure to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of terminationact constituting Cause. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion of (a) The Grantee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available then exercisable hereunder by giving the Secretary of SCI written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at be exercised and the date of such terminationexercise thereof. (b) Full payment (in U.S. dollars) by the Grantee of the option price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of exercise in cash, or to by such greater extent other method as may be determined authorized under the Plan, including, with the Program Administrators' consent, the surrender of shares of Stock held by the BoardGrantor for at least six months, at their Fair Market Value on the exercise date. (c) On the exercise date specified in the Grantee's notice or as soon thereafter as is practicable, SCI shall cause to be delivered to the Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as SCI may elect) upon full payment for such Option Shares. The obligation of SCI to deliver Stock shall be subject to the condition that if at any time the Program Administrators shall determine in their sole discretion that the listing, registration or qualification of the Option or the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Program Administrators. (d) If the Optionee does not exercise Grantee fails to pay for any of the Option Shares specified in such option notice or fails to the extent so entitled within the time specified hereinaccept delivery thereof, the option shall terminate. 4.3 In Grantee's right to purchase such Option Shares may be terminated by SCI. The date specified in the event of termination of an OptioneeGrantee's status notice as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event exercise shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on deemed the date of termination. 4.4 In the event exercise of the death of the OptioneeOption, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but provided that payment in no event later may the option be exercised after full for the Option Expiration Date), shares to be purchased upon such exercise shall have been received by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of deathsuch date.

Exercise of Options. 4.1 No portion An Option shall be exercisable, in whole or in part, only within the period specified in the grant of the option Option, which period shall not extend beyond the date ten (10) years after the date of the grant. In addition, no Option granted hereunder may be exercised for to a fraction of a share. The option granted hereunder Participant under this Plan shall be deemed exercisable while there is outstanding (as defined in IRC ss.422A(c)(7)) any other Option which was granted to such Participant prior to the granting of such Option. A Participant shall exercise an Option by delivering to the Company written notice which states such intention and the number of Shares to be exercised when written notice acquired thereby and by making payment for such Shares to the Company at its principal office. Upon the exercise of an Option by a Participant in compliance with the provisions of this paragraph, and upon receipt by the Company of payment for the Shares acquired under such Option, the Company shall deliver or cause to be delivered to such Participant a certificate or certificates registered in the name of such exercise has been given Participant for the number of Shares to the Corporation be issued pursuant to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option; provided, however, that in no event shall any Shares be issued pursuant to the exercise of an Option until full payment therefor shall have been made by cash or certified check, and the Participant shall not exercise any rights with respect to such Shares until they have been issued. The Corporation shall issue (Notwithstanding the foregoing, in lieu of payment for the Shares by cash or cause certified check, the Compensation Committee may, in its absolute discretion, permit payment for the Shares to be issued) such stock made by any other method it deems acceptable and which still meets the requirements of IRC Section 422 and is in compliance with Kansas law. Upon the delivery of a Share certificate promptly upon pursuant to the exercise of any portion an Option by a Participant in compliance with the provisions hereof, a notation shall be made on the back of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number grant of Option Shares which thereafter may be available by was exercised in whole or in part indicating the number of Shares acquired, the date of acquisition, and the total purchase price paid. Such notation shall be initialed by the Participant and by the President of the Company at the closing of such sale. PARTIAL EXERCISE OF OPTIONS Except as to which otherwise specifically provided herein, an Option may be exercised in part by a Participant only upon the Option is exercised. 4.2 In the event of termination following conditions: * Only one (1) partial exercise of an Optionee as an employee or consultant with the Corporation (but not Option may be made by each Participant during any calendar quarter; and * Each partial exercise of any Option must result in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, acquisition of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate600 Shares. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion (a) Subject to (d) and (e) below, provided the Optionee is a director on the Board (a “Company Director”) at the time of exercise, this option shall become exercisable in accordance with its terms as follows: ● for one-third of the shares of Common Stock commencing on the first anniversary of date of grant; and ● for an additional one-third of the shares of Common Stock on each of the second and third anniversaries of the date of grant. (b) An option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when exercisable by written notice of such exercise has been given exercise, in the form prescribed by the Board of Directors, to the Corporation to the attention Secretary or Treasurer of the Secretary Company at its principal office. The notice shall specify the number of shares for which the option is being exercised (which number, if less than all of the Corporation shares then subject to exercise, shall be 50 or a multiple thereof) and shall be accompanied by full payment (i) in cash or by check in the amount of the full exercise price and by of such options, or (ii) in such other documents manner as the Board shall deem acceptable. No shares shall be delivered upon exercise of any option until all laws, rules and regulations, which the Board of Directors of the Corporation may deem applicable, have been complied with. (the "Board"c) may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of The person exercising an option shall not be considered a duly authorized transfer agent of the Corporation) record holder of the stock certificate evidencing so purchased for any purpose until the date on which he is actually recorded as the holder of such Option Shares, no right to vote or receive dividends or any other rights stock in the records of the Company. (d) Within 90 days following Optionee’s termination as a shareholder Company Director, this option shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but exercisable only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee it was entitled to exercise it under Section 2 hereof at exercisable on the date of such termination. Notwithstanding the foregoing, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee option be entitled to exercise the option exercisable after the Option Expiration Termination Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 (e) In the event of the death or disability of the OptioneeOptionee during the term hereof, the option granted hereunder may be exercised exercised, at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date)or disability, by the Optionee's estate or by a person who acquired the right to exercise the Option this option by bequest or inheritance, but only to the extent of the right that would have accrued had the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on continued living one (1) month after the date of death. Notwithstanding the provisions of this Section (e), in no event shall this option be exercisable after the Termination Date.

Exercise of Options. 4.1 No portion During the Exercise Period, each Holder may, subject to the terms of this Agreement, exercise from time to time some or all of the option granted hereunder may be exercised for a fraction Options evidenced by its Option Certificate(s) by (i) surrendering to the Seller such Option Certificate(s) with the form of a share. The option granted hereunder notice attached thereto duly filled in and signed, which signature shall be deemed guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to be exercised when written notice Rule of such exercise has been given the Securities Exchange Act of 1934, and (ii) paying to the Corporation to Seller the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made aggregate Exercise Price for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares in respect of which thereafter such Options are exercised. Options shall be deemed exercised on the date such Option Certificate(s) are surrendered to the Seller and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made by cash, check, wire transfer of immediately available funds or other legal tender to the Seller. All payments required to be made hereunder shall be made in lawful money of the United States of America. Upon the exercise of any Options in accordance with this Agreement, the Seller shall cause the Transfer Agent of Sanguine Corporation, on the Seller’s behalf, to issue and deliver with all reasonable dispatch, to or upon the written order of the Holder and in such name or names as the Holder may be available by designate, a certificate or certificates for the number of full Option Shares issuable upon the exercise of such Options and shall take such other actions or cause the Transfer Agent of Sanguine Corporation to take such other actions at the Seller’s sole expense as are necessary to complete the exercise of the Options (including, without limitation, payment of any cash with respect to fractional interests). The certificate or certificates representing such Option Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Option Shares as to which of the Option is exercised. 4.2 date the Options are exercised hereunder. In the event that less than all of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined Options evidenced by the Board, of at least thirty (30) days (but in no event later than the a Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified hereinCertificate are exercised, the option Holder thereof shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise receive a new Option Certificate or Certificates as specified by such Holder evidencing the option after remaining Option or Options, and the Option Expiration Date) Agent is hereby irrevocably authorized by the Seller to countersign, issue and deliver the required new Option Certificate or Certificates evidencing such remaining Option or Options pursuant to the extent that Optionee was entitled to exercise it under provisions of this Section 2 on the date of termination2.2. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion of (a) The Optionee shall exercise the option granted hereunder may be exercised for Option in whole or in part by filing a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice in the form of such exercise has been given to the Corporation to the attention of an "Exercise Letter" (attached hereto as Exhibit 1) with the Secretary of the Corporation Company at its corporate headquarters. The Exercise Letter shall specify the number of Shares that the Optionee elects to purchase, and shall be accompanied by full payment of the exercise price and for such Shares as indicated in the Exercise Letter. (b) The exercise price of the Option may be paid in cash, by certified or official bank check, by personal check (with the approval of the Committee), by money order, with Shares owned by the Optionee that have been owned by the Optionee for more than 6 months on the date of surrender or such other documents period as may be required to avoid a charge to the Board of Directors Company's earnings for financial accounting purposes, by authorization for the Company to withhold Shares issuable upon exercise of the Corporation Option, by arrangement with a broker that is acceptable to the Committee where payment of the exercise price is made pursuant to an irrevocable direction to the broker to deliver all or a part of the proceeds from the sale of the Option Shares to the Company in payment of the exercise price or by a combination of the above, or by promissory note. If the exercise price is paid in whole or in part with Shares, the value of the Shares surrendered shall be their Fair Market Value on the date the Exercise Letter is filed with the Company. (c) The Optionee shall not be deemed to be a holder of any Shares subject to an Option unless and until a stock certificate or certificates for such Shares are issued to the "Board") may reasonably request. Until Optionee under the issuance terms of this Option and the Plan (as evidenced by the appropriate entry on the books of the Corporation Company or of a duly authorized transfer agent of the Corporation) Company). Until the issuance of the stock certificate evidencing such the shares as to which an Option Shareshas been exercised, no right to vote or to receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise shares of the Common Stock subject to an Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will shall be made for a dividend dividends (ordinary or extraordinary, whether in cash, securities or other right property) or distributions or other rights for which the record date is prior to the date the such stock certificate is issued, notwithstanding the exercise of such Option, except as expressly provided in Section 5 10 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion Payment of the option granted hereunder purchase price of the shares of Common Stock subject to this Option may be made (i) in any combination of cash or whole shares of Common Stock already owned by the Optionee or (ii) in shares of Common Stock withheld by the Company from the shares of Common Stock otherwise issuable to the Optionee as a result of the exercise of this Option ("cashless exercise"). Subject to the terms and conditions of this Agreement, this Option may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when by written notice of such exercise has been given to the Corporation to the Company at its principal office, attention of the Secretary Secretary. Such notice shall (a) state the election to exercise this Option, the number of shares in respect of which it is being exercised and the manner of payment for such shares and (b) be signed by the person or persons so exercising this Option and, in the event such Option is being exercised pursuant to Paragraph 4 by any person or persons other than the Optionee, accompanied by appropriate proof of the Corporation right of such person or persons to exercise this Option. Such notice shall either (i) elect cashless exercise or be accompanied by full payment of the exercise full purchase price of such shares, in which event the Company shall issue and deliver a certificate or certificates representing such shares as soon as practicable after the notice is received, or (ii) fix a date (not more than 10 business days from the date of such notice) for the payment of the full purchase price of such shares at the Company's principal office, against delivery of a certificate or certificates representing such shares. Cash payments of such purchase price shall, in case of clause (i) or (ii) above, be made by such other documents cash or check payable to the order of the Company. Common Stock payments (valued at fair market value on the date of exercise, as determined by the Board of Directors of the Corporation (Company), shall be made by delivery of stock certificates in negotiable form. All cash and Common Stock payments shall, in either case, be delivered to the "Board") may reasonably requestCompany at its principal office, attention of the Secretary. Until Shares of Common Stock withheld pursuant to a cashless exercise election shall be valued at the issuance (fair market value on the date of exercise, as evidenced determined by the appropriate entry on the books Board of Directors of the Corporation Company. If certificates representing Common Stock are used to pay all or of a duly authorized transfer agent part of the Corporation) purchase price of this Option, a replacement certificate shall be delivered by the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in Company representing the number of Option Shares which thereafter may shares delivered but not so used, and an additional certificate shall be available by delivered representing the number of Shares as additional shares to which the holder of this Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," exercise of this Option. The certificate or certificates for the shares as defined to which this Option shall have been so exercised shall be registered in Section 22(e)(3) the name of the Internal Revenue Code person or persons so exercising this Option and shall be delivered as aforesaid to or upon the written order of 1986, the person or persons exercising this Option. All shares issued as amendedprovided herein will be fully paid and nonassessable. For purposes of this Paragraph 6, the Optionee may exercise "fair market value" of a share of stock as of any particular date shall mean the option granted hereunder within twelve (12) months from closing sale price of a share of Common Stock on that date as reported by the date principal national securities exchange on which the Common Stock is listed if the Common Stock is then listed on a national securities exchange, or if the Common Stock is not so listed, the average of the Optionee's termination (but bid and asked price of a share of Common Stock on that date and reported in the National Association of Securities Dealers Automated Quotation system; provided that if no event shall such closing price or quotes are so reported on that date or if in the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event discretion of the death Committee another means of determining the fair market value of a share of stock at such date shall be necessary or advisable, the Board of Directors of the Optionee, the option granted hereunder Company may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of deathprovide for another means for determining such fair market value.

Exercise of Options. 4.1 No portion Subject to the other provisions of this Agreement and the Plan, the option granted hereunder herein may be exercised for in one or more full share lots as follows: (a) By Optionee during the period that he continues as a fraction director of a shareOptionor, but in no event after ten (10) years from the Date of Grant or the Expiration Date stated above, if sooner. The This option granted hereunder shall be deemed exercised, from time to time, upon receipt by Optionor of written notification from Optionee of his exercise of the same. (b) This option shall be exercisable only during the thirty (30) day period commencing one week after a press release announcing quarterly or annual results of operations of the Optionor; but in no event shall it be exercised when written notice within the six (6) month period immediately following the Date of such exercise has been given Grant. (c) No option shall be transferable by Optionee, other than by will or the laws of descent and distribution and each option shall be exercisable, during Optionee’s lifetime, only by Optionee. No option shall be pledged or hypothecated in any way and no option shall be subject to execution, attachment, or similar process except with the Corporation to the attention express consent of the Secretary Committee. (d) If Optionee dies or is disabled while serving as a director of Optionor (within the Corporation accompanied by full payment meaning of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the CorporationSection 105(d)(4) of the stock certificate evidencing such Option SharesInternal Revenue Code), no right to vote this option may be exercised by any person who obtains the rights of Optionee by testamentary transfer or receive dividends by operation of the laws of descent and distribution of the domicile of Optionee at the date of his death, or any other rights as a shareholder shall exist with respect the Optionee if disabled, but may be so exercised only to the Option Sharesextent that Optionee himself, notwithstanding on the exercise date of his death, could have exercised the Option. The Corporation shall issue same, and only within a period of twelve (12) months after the date of such death or cause determination of disability, or the Expiration Date, whichever occurs first. (e) If the Optionee ceases to be issued) such stock certificate promptly upon a director of Optionor for any reason other than death or disability, Optionee shall be entitled to exercise of this option, at any portion of the option granted hereunder. No adjustment will be made for time during a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than from the Option date Optionee ceases to be a director or the Expiration Date), exercise whichever occurs first. (f) Neither Optionee nor his successor shall have any of the option granted hereunder to rights of a shareholder of Optionor until the extent that Optionee was entitled to exercise it under Section 2 hereof at certificates evidencing the date of such termination, or shares purchased are properly delivered to such greater extent as may be Optionee or his successor. (g) If the Optionee is determined by the Board. If Committee to have committed an act of embezzlement, fraud, dishonesty, deliberate or repeated disregard of the rules of the Optionor, unauthorized disclosure of any of the trade secrets or confidential information of the Optionor, unfair competition with the Optionor, inducement of any customer of the Optionor to breach a contract with the Optionor, inducement of any principal for whom the Optionor acts as agent to terminate such agency relationship or any culpable degree of negligence, then neither the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of nor the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event ’s estate shall the Optionee be entitled to exercise the option any Option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death termination of the Optionee’s directorship, whether or not, after termination of such directorship, such Optionee may receive payment from the option granted hereunder may be exercised at any time within twelve (12) months following Optionor for services rendered prior to termination, services for the date of death (but in no event later may the option be exercised after the Option Expiration Date)day on which termination occurs, by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of deathother benefits.

Exercise of Options. 4.1 No portion of the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given (a) Not later than 30 days prior to the Corporation to anticipated Transfer Date, Generator shall either notify the attention of the Secretary of the Corporation accompanied by full payment Company of the exercise price and by such other documents as Generator of its Put Option for the Board of Directors First Contract Year, including notification of the Corporation quantity of Installed Capacity for which Generator is exercising its Put Option, or shall notify the Company that Generator will not exercise its Put Option for the First Contract Year. (b) On the first business day after the day on which Generator is required to exercise, or notify the Company that it will not exercise, its Put Option for the First Contract Year, the Company shall either notify Generator of the exercise by the Company of its Call Option, including notification of the quantity of Installed Capacity for which the Company is exercising its Call Option, or shall notify Generator that the Company will not exercise its Call Option for the First Contract Year. (c) If either Party exercises its Option for the First Contract Year, the obligations to provide and sell, and to accept and purchase. Capacity pursuant to such exercised Options shall become effective as of the Transfer Date. (d) By February 15th, the Company shall notify Generator of the Maximum Put Capacity for the Contract Year (other than the First Contract Year) beginning on the following June 1st. (e) By February 28th, Generator shall either notify the Company of the exercise by Generator of its Put Option for the Contract Year (other than the First Contract Year) beginning on the following June 1st, including notification of the quantity of Installed Capacity for which Generator is exercising its Put Option, or shall notify the Company that it will not exercise its Put Option for such Contract Year. (f) On the first business day after the day on which Generator is required to exercise, or notify the Company that it will not exercise, its Put Option for the Contract Year (other than the First Contract Year) beginning on the following June 1st, the Company shall either notify Generator of the exercise by the Company of its Call Option for such Contract Year, including notification of the quantity of Installed Capacity for which the Company is exercising its Call Option, or shall notify Generator that the Company will not exercise its Call Option for such Contract Year. (g) The foregoing schedule is based on the assumption that the PJM Planning Year starts on June 1st and ends on May 31st and on the assumption that the date (the "BoardCAPACITY NOTIFICATION DATE") may reasonably request. Until by which GPU Energy is required to designate for PJM the issuance (as evidenced by sources from which Installed Capacity will be provided to meet GPU Energy's Installed Capacity Obligation is not earlier than 90 days prior to the appropriate entry on the books first day of the Corporation respective PJM Planning Year. If the PJM Planning Year start date and/or end date is changed, or of a duly authorized transfer agent of the Corporation) of Capacity Notification Date is changed, by PJM, then the stock certificate evidencing such Option SharesCompany may, no right by providing reasonable notice thereof to vote or receive dividends or any other rights as a shareholder shall exist with respect Generator, unilaterally change the foregoing notification schedule to provide the Option Shares, notwithstanding same notice periods between the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion Put Option and Call Option and the first day of the option granted hereunder. No adjustment will be made for a dividend or other right for which PJM Planning Year and the record date is prior to the date the stock certificate is issued, except Capacity Notification Date as are provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as foregoing schedule with respect to which the Option is exerciseda PJM Planning Year beginning on June 1st and a Capacity Notification Date 90 days prior thereto. 4.2 In the event of termination of an Optionee as an employee (h) Each notice required or consultant with the Corporation (but not contemplated by this Section 3.06 shall be in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may writing and shall be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option given in accordance with Section 2 hereof on the date of death.16.07

Exercise of Options. 4.1 No portion (a) Subject to Section 5(b) hereof, the Options shall be exercisable at any time on or after they vest until the earlier of (i) the expiration of the option granted hereunder may term of the Options as set forth in Section 3 of this Agreement, or (ii) the third anniversary of the date on which the Optionee ceases to be exercised for a fraction of a shareemployed by the Corporation, the Savings Bank, the Parent and/or any Subsidiary. The option granted hereunder Options shall be deemed to be exercised when written notice of such exercise has been given to considered vested and exercisable upon the Corporation to the attention death or Disability of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents Optionee as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporationset forth in Section 4(b) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercisedPlan. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not b) Notwithstanding Section 5(a) hereof, in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the OptioneeOptionee while in the employ of the Corporation, the option granted hereunder Savings Bank, the Parent and/or any Subsidiary, or within three (3) years following the termination of the Optionee's employment as a result of Disability, retirement or resignation, the person or persons to whom the Optionee's rights under the Options pass by will or by the laws of descent and distribution (including the Optionee's estate during the period of administration) shall have the right to exercise the Options at any time prior to the earlier of (i)) expiration of the term of the Options as set forth in Section 3 of this Agreement, or (ii) the date which is one (1) year after the date of death of the Optionee but only if, and to the extent that, the Options are vested and the Optionee was entitled to exercise the Options at the date of death. The Options shall be considered vested and exercisable upon the date of death of the Optionee as set forth in Section 4(b) of the Plan. (c) The shares of Common Stock covered by and vested and exercisable Option may be exercised at any time within twelve the applicable period set forth in Section 5 of this Agreement. To the extent that any Option shall not have been exercised within the applicable period set forth in Section 5 of this Agreement, the Option, and all rights to purchase or receive shares of Common Stock pursuant thereto, shall terminate on the last day of the applicable period. No shares of Common Stock covered by an Option (12whether or not vested Shares) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of deathterminates.

Exercise of Options. 4.1 No portion of (a) The Grantee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available then exercisable hereunder by giving the Secretary of Company written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at be exercised and the date of exercise thereof. (b) Full payment (in U.S. dollars) by the Grantee of the option price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of exercise in cash, or, with the prior written consent of the Committee, in whole or in part through the surrender of previously acquired shares of Stock at their Fair Market Value on the exercise date. On the exercise date specified in the Grantee's notice or as soon thereafter as is practicable, Company shall cause to be delivered to the Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as Company may elect) upon full payment for such terminationOption Shares. The obligation of Company to deliver Stock shall, however, be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Option or the Option Shares upon any securities exchange or under any state or federal law, or to the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part unless such greater extent as may be determined by the Board. If the Optionee does listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not exercise such option acceptable to the extent so entitled within Committee; provided, that the time specified hereinCompany and the Committee shall at all times be obligated to use their best efforts to obtain such listing, registration, qualification, consent or approval as soon as possible and without any conditions unacceptable to the option shall terminateCommittee. 4.3 In (c) The date specified in the event of termination of an OptioneeGrantee's status notice as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event exercise shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on deemed the date of termination. 4.4 In the event exercise of the death of the OptioneeOption, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but provided that payment in no event later may the option be exercised after full for the Option Expiration Date), Shares to be purchased upon such exercise shall have been received by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of deathsuch date. 5.

Exercise of Options. 4.1 No portion of (a) Grantee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available that are exercisable hereunder by giving the Secretary of the Company written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercisedto be exercised and date of exercise thereof, which date shall be at least five (5) days after the signing of such notice unless an earlier time shall have been mutually agreed upon. 4.2 In (b) Full payment (in U.S. dollars) by Grantee of the event of termination of an Optionee as an employee Option Price for Option Shares purchased shall be made on or consultant with before the Corporation (but not exercise date specified in the event notice of an Optioneeexercise in cash, or [insert alternative payment provisions if desired]. On the exercise date specified in Xxxxxxx's change of status from employee to consultant notice or from consultant to employee), such Optionee may, but only within such period of time as soon thereafter as is determined practicable, the Company shall cause to be delivered to Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) upon full payment for such Option Shares. The obligation of the Company to deliver Stock shall, however, be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the Option or the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. (c) If Grantee fails to pay for any of the Option Shares specified in such notice or fails to accept delivery thereof, Xxxxxxx's right to purchase such Option Shares may be terminated by the Board, Company or the exercise of at least thirty (30) days (but in no event later than the Option Expiration Date)may be ignored, exercise as the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at Board in its sole discretion may determine. The date specified in Grantee's notice as the date of such termination, or to such greater extent as may exercise shall be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from deemed the date of exercise of the Optionee's termination (but Option, provided that payment in no event shall the Optionee be entitled to exercise the option after full for the Option Expiration Date) Shares to the extent that Optionee was entitled to be purchased upon such exercise it under Section 2 on the date of terminationshall have been received by such date. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion Other terms, times and conditions of exercise of the option granted hereunder Options are as follows: a. Prior to the Expiration Date, the Options shall be fully exercisable in whole or in part for a number of shares up to the aggregate number of all of the Option Shares. b. Upon the death or Disability of the Optionee, the Optionee or the personal representative of the Optionee, as applicable, may exercise the Options to the extent not previously exercised (and, in the case of death, to the extent the Options could have been exercised by the Optionee on the date of death) subject to the terms set forth in this Agreement, until their termination as provided by Section 2 hereof. c. The Options shall be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when by written notice of such exercise has been given directed to the Corporation to the attention of the Secretary of the Corporation Company. Such written notice shall be accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made in cash for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercisedspecified in such written notice. 4.2 In d. If the event Optionee is subject to restrictions regarding the Optionee's right to sell shares of termination Common Stock under applicable securities laws and as a consequence exercise of the Options would not be taxable under the provisions of Section 83(c) of the Code, the Optionee, upon exercise of the Options, shall be authorized to make an election to be taxed upon exercise of the Options under Section 83(b) of the Code. To effect such election, the Optionee as may file an employee or consultant appropriate election with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only Internal Revenue Service within such period of time as is determined by the Board, of at least thirty (30) days (but after exercise of the Options and otherwise in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminateaccordance with applicable Treasury Regulations. 4.3 In e. The Optionee recognizes that the event Committee may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of termination any taxes that the Company or any subsidiary of an Optionee's status as an employee the Company is required by any law or consultant as a result of regulation or any governmental authority, whether federal, state or local, domestic or foreign, to make in connection with the Optionee's "disability," as defined in Section 22(e)(3) exercise of the Internal Revenue Code Options. f. Subject to the terms of 1986, as amendedthis Agreement, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder Options may be exercised at any time within twelve (12) months following and without regard to any other option to purchase stock of the date of death (but in no event later may the option be exercised after the Option Expiration Date), Company held by the Optionee's estate . g. In the event the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of any other corporation by reason of any merger, sale of stock, consolidation, liquidation, recapitalization, reclassification, stock split up, combination of shares, stock dividend, or transaction having similar effect, the total number of shares subject to this Option shall be proportionately and appropriately adjusted. Following a transaction described above, if the Company continues in existence, the number and kind of shares that are subject to any Option and the option price per share shall be proportionately and appropriately adjusted without any change in the aggregate price to be paid therefor upon exercise of the Option. If the Company will not remain in existence or substantially all of its voting Common Stock and Common Stock will be purchased by a person who acquired single purchaser or group of purchasers acting together, then the Company may (i) declare that all Options shall terminate 30 days after the Committee gives written notice to all Optionee's of their immediate right to exercise all Options then outstanding (without regard to limitations on exercise otherwise contained in the Option Options), or (ii) notify the Optionee that the Options shall apply with appropriate adjustments as determined by bequest or inheritance, but only the Company to the extent that securities of the successor corporation to the Optionee was entitled would have been entitled, or (iii) take action that is some combination of aspects of (i) and (ii). The determination by the Company as to exercise the Option in accordance with Section 2 hereof on terms of any of the date foregoing adjustments shall be conclusive and binding. Any fractional shares resulting from any of deaththe foregoing adjustments under this section shall be disregarded and eliminated.

Exercise of Options. 4.1 No portion of the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder Each Option shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry first exercisable on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date that is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) six months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after grant of the Option Expiration Dateand shall continue to be exercisable for a term of ten years thereafter; provided, however, that: (i) subject to the extent that Optionee was entitled six-month exercisability requirement set forth above, an Option shall be exercisable, in the event of a Participant's death prior to exercise it exercising the Option, by his estate, or the person or persons to whom his rights under Section 2 on the Option shall pass by will or by the laws of descent and distribution, but only for a period of two years from the date of termination. 4.4 In the Participant's death or during the remainder of the period preceding the expiration of the Option, whichever is shorter; (ii) subject to the six-month exercisability requirement set forth above, an Option shall be exercisable, if a Participant becomes permanently and totally disabled (within the meaning of Section 105(d)(4) of the Code) while serving on the Board prior to exercising the Option, but only for a period of two years from the date on which he ceases serving on the Board due to such disability or during the remainder of the period preceding the expiration of the Option, whichever is shorter; and (iii) subject to the six-month exercisability period set forth above, in the event that a Participant resigns from or is not re-elected or does not stand for re-election to the Board or in any other circumstance approved by the Board in its sole discretion, an Option shall be exercisable, but only for a period of two years from the date of his resignation or cessation of service on the Board, or in the period prescribed by the Board in an approved circumstance, or during the remainder of the death period preceding the expiration of the OptioneeOption, whichever is shorter. Any Option shall be nontransferable, except by will or by the laws of descent and distribution as set forth above. During the lifetime of the Participant to whom an Option is granted, the option granted hereunder Option may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), only by the Optionee's estate Participant. No right or by interest of a person who acquired the right to exercise the Participant in any Option by bequest shall be liable for, or inheritancesubject to, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date any lien, obligation or liability of deathsuch Participant or his estate.

Exercise of Options. 4.1 No portion The decision of the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed whether and when to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation all or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will Options shall be made for a dividend solely by WPM, and neither COM, COM's attorney-in-fact, Digital Radio nor any of COM's Affiliates shall have any discretion as to whether and when the Options shall be exercised, nor shall they have any disclosure obligations or other right for which obligations to advise WPM regarding her decision to exercise or the record date is prior to the date the stock certificate is issuedtiming of such exercise, except as provided in Section 5 hereof9. 1. Exercise of a If WPM decides not to exercise all or any portion of the option granted hereunder such Options she will notify COM as soon as reasonably possible for her to do so and, in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation event, she will notify COM no later than ten (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (3010) days (but in no event later than before the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the stated expiration date of such terminationOptions of her irrevocable decision not to exercise any or all of such Options (the "Rejected Options"), and in such case, COM, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified hereinat his election Digital Radio, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired have the right to exercise the Option by bequest any such Rejected Options on his or inheritance, but only its own behalf free and clear of any claim of WPM to the extent shares purchased and WPM will have no further right or interest in such Rejected Options or portion thereof or any security purchased upon their exercise. Upon receipt of written notice of WPM's decision to exercise any Option, Digital Radio shall exercise such Option on behalf of and for the benefit of WPM. WPM's written notice of exercise shall be addressed and delivered to Digital Radio's attorney-in-fact for purposes of exercising any Option, who shall be C. Jamex Xxxxxx (xx his successor as may be named by Digital Radio), 2300 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 (xx such other address as Digital Radio may from time to time designate by written notice to WPM). In such notice WPM shall state the option grant, the number of shares to be purchased under said grant and the date of exercise. No later than three (3) days prior to the time payment for exercise is due from Digital Radio, WPM shall deliver to Digital Radio's attorney-in-fact the full exercise price (and pro rata related transaction costs) for such Options being exercised in cash, certified check or cashier's check or by wire transfer; provided, however, that the Optionee was entitled COM and Digital Radio will, at WPM's request, cooperate with WPM in enabling her to exercise the Option Options concurrently with her obtaining financing or at the same time and in accordance with the same way as COM or Digital Radio does, if either of such entities or WPM is able to arrange financing that enables COM or Digital Radio or WPM to exercise their or her options using funds borrowed from a third party and secured in whole or in part by the Company stock purchased upon such exercise. See also Section 2 hereof on the date of death9.5 hereto.

Exercise of Options. 4.1 No portion (a) The Options may not be exercised unless a registration statement on an appropriate form to register the shams underlying the Options under the Securities Act of 1933 and applicable state securities laws is in effect or a valid exemption from such registration is available. (b) The Options may only be exercised in full; no partial exercise of the option granted hereunder Options shall be permitted. (c) The Options may not be exercised during any period of time that such exercise would cause the Optionor to incur liability for any "short-swing" profits under Section 16(b) of the Securities Exchange Act of 1934, as amended. In the event exercise of the Options would cause such liability, Optionor will so notice Optionee within 10 days following receipt of an exercise notice, which notice shall inform Optionee of the first date ("Permissible Date") when the Options may be exercised for a fraction without causing such liability. Optionee shall thereupon have five days to notify Optionor of a sharehis desire (1) to delay the exercise date until the Permissible Date or (2) to revoke the exercise. The option granted hereunder Optionee's failure timely to provide such notice shall be deemed to be exercised when a revocation of the exercise. (d) To exercise an Option, Optionee must give written notice of such exercise has been given to the Corporation Optionor, accompanied by cash or cheek payable to the attention order of Optionor for the Secretary of the Corporation accompanied by full payment of the exercise price and by of such other documents as the Board shares. The date of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced actual receipt by the appropriate entry on Optionor of such notice shall be deemed the books date of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the OptionOptions. The Corporation shall issue (Optionor shall, promptly following receipt of such notice and payment and an investment letter and additional instruments as he may reasonably require, submit a certificate or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior certificates to the date Company 's transfer agent with the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of request that the option granted hereunder in any manner shall result in a decrease Shares be issued in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result name of the Optionee. (e) During Optionee 's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986lifetime, as amended, the only Optionee may exercise the option granted hereunder within twelve (12) months from Options, and only while Optionee is an employee of the TMW Enterprises, Inc. or its affiliates, and only if he has been continuously so employed since the date of the this Agreement, except that if Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event employment is terminated by reason of the death or the permanent disability of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate may exercise the Options for a period of 90 days following such death or certification of permanent disability by a person who acquired the right to exercise the Option by bequest medical doctor of recognized professional standing. Except a set forth herein, this Agreement shall terminate upon termination for any reason of Optionee's employment with TMW Enterprises, Inc. or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date any of deathits affiliates.

Exercise of Options. 4.1 No portion 7.1 Ability to Exercise An Option shall be exercisable commencing on the date of grant or on any date thereafter established by the Committee prior to the expiration period, subject to such limitations as are set forth in this Plan or in the Agreement; provided, however, that with respect to an Option that is an Incentive Stock Option such Option shall not be exercisable for a longer period of time than provided under Section 422 of the option granted hereunder Code. 7.2 Maximum Exercise Period The maximum period in which an Option may be exercised shall be determined by the Committee on the date of grant, except that no Option that is an Incentive Stock Option shall be exercisable after the expiration of ten years from the date such Option was granted, or after the expiration of five years from the date such Option was granted to a Ten Percent Stockholder. The terms of any Option may provide that it is exercisable for a fraction of a shareperiod less than such maximum period. The option granted hereunder All Options which are Incentive Stock Options shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry terminate on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issuedParticipant's employment with the Corporation terminates, except as provided in Section 5 hereofthe Agreement with respect to death, disability, termination of employment by the Corporation without cause or by the Participant with cause or a "change in ownership" (as described in any Agreement, Employment Agreement or the Code). 7.3 Nontransferability Any Option granted under this Plan shall be nontransferable by the optionee, either voluntarily or otherwise, except by will or by the laws of descent and distribution. Exercise of a portion During the lifetime of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as Participant to which whom the Option is exercised. 4.2 In granted, the event Option may be exercised only by the Participant, except with respect to a Participant who has become "disabled" within the meaning of termination Section 22(e) of an Optionee as an employee the Code. Any Option granted herein shall be exercised only by the Participant or consultant with the Corporation (but not by his conservator or legal representative in the event of an Optionee's change death or disability. No right or interest of status from employee a Participant in any Option shall be liable for, or subject to, any lien, obligation or liability of such Participant. 7.4 Employee Status For purposes of determining the applicability of Section 422 of the Code (relating to consultant or from consultant to employeethe Incentive Stock Options), such Optionee may, but or in the event that the terms of any Option provide that it may be exercised only during employment or within such a specified period of time as is determined by the Board, after termination of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified hereinemployment, the option shall terminateCommittee, in its discretion, may determine "employee status". 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion (a) The grantee may exercise the Option with respect to all or any part of the option granted number of Option Shares then exercisable hereunder may be exercised for a fraction by giving the Secretary of a share. The option granted hereunder shall be deemed to be exercised when Regent written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is to be exercised, which shall be a whole number of Option Shares, and the date of exercise thereof, which date shall be at least five days after the giving of such notice unless an earlier time shall have been mutually agreed upon. (b) Full payment by the Grantee of the Exercise Price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of exercise through one or in a combination of the following methods: (1) in cash or check payable to Regent (in U.S. dollars), (2) through the surrender of previously acquired shares of Stock (which the Grantee has been given held for at least six (6) months before so surrendering) at their fair market value on the exercise date, and/or (3) through the exchange, arranged through a qualified broker approved by the Regent Board of Directors, of Option Shares to be received on exercise with the result that the Grantee shall receive a net number of shares of Stock represented by the difference between the total number of Shares to which the Option is being exercised and that number of shares of Stock, the fair market value of which is equal to the Corporation full Exercise Price (including any tax withholding to Regent) for all Option Shares with respect to which the Option is being exercised. (c) Option Shares shall be Incentive Stock Options to the attention extent that the aggregate fair market value (determined as of the Secretary Grant Date) exercisable for the first time by Grantee in any calendar year does not exceed $100,000. On the exercise date specified in the Grantee’s notice or as soon thereafter as is practicable, Regent shall cause to be delivered to the Grantee, a certificate or certificates for the Option Shares then being purchased (out of the Corporation accompanied by theretofore unissued Stock or reacquired Stock, as Regent may elect) upon full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing for such Option Shares. The obligation of Regent to deliver Stock shall, no however, but subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Option or the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. Regent shall have the right to vote or receive dividends or any other rights as require a shareholder shall exist with respect payment from Grantee to cover applicable withholding taxes. If permitted by the Committee at the time of Gxxxxxx’s exercise, Grantee may make a written election to have shares of Stock withheld from the shares otherwise to be received upon the exercise of an Option and applied by Regent to the Option Shares, notwithstanding payment of applicable taxes relative to the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as shares so withheld shall have an aggregate fair market value sufficient to which the Option is exercisedsatisfy Regent’s minimum statutory withholding requirements. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion (a) Holder may, at any time prior to the Termination Date, exercise this Option in whole or in part at an exercise price of $1.07 per share, subject to adjustment as provided herein (the “Option Price”), by the surrender of this Option (properly endorsed) at the principal office of the option granted hereunder Company, or at such other agency or office of the Company in the United States of America as the Company may be exercised for a fraction of a share. The option granted hereunder shall be deemed designate by notice in writing to be exercised when written notice Holder at the address of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry Holder appearing on the books of the Corporation or of a duly authorized transfer agent Company, and by payment to the Company of the Corporation) Option Price in lawful money of the stock certificate evidencing such United States by check or wire transfer for each share of Common Stock being purchased. Upon the partial exercise of this Option, there shall be executed and issued to Holder a new Option Shares, no right in respect of the shares of Common Stock as to vote or receive dividends or any other rights as a shareholder which this Option shall exist with respect to not have been exercised. In the Option Shares, notwithstanding event of the exercise of the rights represented by this Option, a certificate or certificates for the Option Shares so purchased, as applicable, registered in the name of Holder shall be delivered to Holder hereof as soon as practicable after the rights represented by this Option shall have been so exercised. (b) The Option may also be exercised by means of a “cashless exercise” in which Holder may, at its option, exchange the Option in increments of no less than 25,000 shares each, unless there are a total of less than 25,000 rights remaining (the “Option Exchange”), into Option Shares represented by this Agreement at the time of exercise by surrendering the Option at the principal office of the Company, accompanied by a notice stating such Holder’s intent to effect such exchange, and the date on which the Recipient requests that such Option Exchange occur (the “Notice of Exchange”). The Corporation Option Exchange shall issue (or cause be deemed to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to have taken place on the date the stock certificate Notice of Exchange is issuedreceived by the Company (the “Exchange Date”). Certificates for the Option Shares issuable upon such Option Exchange shall be issued and delivered to Holder within ten business days following the Exchange Date. In connection with any Option Exchange, except as provided in Section 5 hereof. Exercise of a portion of this Option shall represent the option granted hereunder in any manner shall result in a decrease in right to subscribe for and acquire the number of Option Shares which thereafter may be available (rounded down to the next whole number) equal to the quotient obtained by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation subtracting (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employeeA)-(B), such Optionee may, but only within such period of time as is determined multiplying that difference times (X) and dividing that result by the Board, of at least thirty (30) days (but in no event later than the Option Expiration DateA), where: (A) = the average Closing Price (as hereinafter defined) for the twenty trading days preceding the Exchange Date; (B) = the exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof price of this Option, as adjusted; and (X) = Option Shares represented by this Agreement at the date time of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminateexercise. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion of (a) Grantee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available that are exercisable hereunder by giving the Secretary of the Company written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercisedto be exercised and date of exercise thereof, which date shall be at least five (5) days after the signing of such notice unless an earlier time shall have been mutually agreed upon. 4.2 In (b) Full payment (in U.S. dollars) by Grantee of the event of termination of an Optionee as an employee Option Price for Option Shares purchased shall be made on or consultant with before the Corporation (but not exercise date specified in the event notice of an Optioneeexercise in cash or as the Company may otherwise permit as further set forth in the Plan. On the exercise date specified in Xxxxxxx's change of status from employee to consultant notice or from consultant to employee), such Optionee may, but only within such period of time as soon thereafter as is determined practicable, the Company shall cause to be delivered to Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) upon full payment for such Option Shares. The obligation of the Company to deliver Stock shall, however, be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the Option or the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. (c) If Grantee fails to pay for any of the Option Shares specified in such notice or fails to accept delivery thereof, Xxxxxxx's right to purchase such Option Shares may be terminated by the Board, Company or the exercise of at least thirty (30) days (but in no event later than the Option Expiration Date)may be ignored, exercise as the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at Board in its sole discretion may determine. The date specified in Xxxxxxx's notice as the date of such termination, or to such greater extent as may exercise shall be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from deemed the date of exercise of the Optionee's termination (but Option, provided that payment in no event shall the Optionee be entitled to exercise the option after full for the Option Expiration Date) Shares to the extent that Optionee was entitled to be purchased upon such exercise it under Section 2 on the date of terminationshall have been received by such date. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion (a) The Optionee may exercise the Option with respect to all or any part of the option granted number of Option Shares then exercisable hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of by giving the Secretary of the Corporation accompanied by full payment written notice of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right intent to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Optionexercise. The Corporation notice of exercise shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in specify the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercisedto be exercised and the date of exercise thereof, which date shall be at least five days after the giving of such notice unless an earlier time shall have been mutually agreed upon. 4.2 In (b) Full payment (in U.S. dollars) by the event Optionee of termination the option price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of an Optionee as an employee or consultant exercise in cash, or, with the Corporation (but not in the event prior written consent of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, in whole or in part through the surrender of previously acquired shares of Stock at least thirty (30) days (but their fair market value on the exercise date. On the exercise date specified in no event later than the Optionee's notice or as soon thereafter as is practicable, the Corporation shall cause to be delivered to the Optionee, a certificate or certificates for the Option Expiration Date)Shares then being purchased (out of theretofore unissued Stock or required Stock, exercise as the option granted hereunder Corporation may elect) upon full payment for such Option Shares. The obligation of the Corporation to deliver Stock shall, however, be subject to the extent condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Board. (c) If the Optionee was entitled fails to exercise it under Section 2 hereof at pay for any of the Option Shares specified in such notice or fails to accept delivery thereof, the Optionee's right to purchase such Option Shares may be terminated by the Corporation. The date specified in the Optionee's notice as the date of such termination, or to such greater extent as may exercise shall be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from deemed the date of exercise of the Optionee's termination (but Option, provided that payment in no event shall the Optionee be entitled to exercise the option after full for the Option Expiration Date) Shares to the extent that Optionee was entitled to be purchased upon such exercise it under Section 2 on the date of terminationshall have been received by such date. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion (a) This option shall vest and become exercisable on December 29, 2012, subject to earlier vesting and exercisability as follows: Milestone 1: Upon the commencement of the Company’s Rheumatoid Arthritis trial in South Africa (the “RA Trial”), this option granted hereunder may be exercised for shall vest and become exercisable with respect to the purchase of up to 200,000 shares of Common Stock; Milestone 2: Upon demonstrated efficacy of the RA Trial, this option shall vest and become exercisable with respect to the purchase of up to 500,000 shares of Common Stock, including the shares from Milestone 1; and Milestone 3: Upon the execution of either a fraction licensing, strategic or financing agreement with a strategic or financial third party which yields minimum gross proceeds to the Company of a share. The $7.5 million, this option granted hereunder shall vest and become exercisable with respect to the purchase of up to 1,000,000 shares of Common Stock, including the shares from Milestones 1 and 2. (b) To the extent vested prior to the Termination Date, this option shall be deemed to be exercised when exercisable by written notice of such exercise has been given to exercise, in the Corporation to the attention of the Secretary of the Corporation accompanied form prescribed by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation Company (the "“Board"”), to the Secretary or Treasurer of the Company at its principal office. The notice shall specify the number of shares of Common Stock for which the option is being exercised (which number, if less than all of the shares then subject to exercise, shall be 50 or a multiple thereof) may reasonably request. Until and shall be accompanied by payment (i) in cash or by check in the issuance (as evidenced amount equal to the Exercise Price multiplied by the appropriate entry on the books number of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause shares to be issuedpurchased upon exercise, or (ii) in such stock certificate promptly other manner as the Board shall deem acceptable. No shares shall be delivered upon exercise of any portion option until all laws, rules and regulations which the Board may deem applicable have been complied with. (c) The Optionee shall not be considered a record holder of the option granted hereunder. No adjustment will be made Common Stock issuable pursuant to this Agreement for a dividend or other right for any purpose until the date on which he is actually recorded as the record date is holder of such Common Stock in the records of the Company. (d) To the extent vested, prior to the Termination Date, this option shall be exercisable only so long as the Optionee shall continue to be a Board member and within the ninety (90) day period after the date of termination of such Board membership, to the stock certificate extent vested on the such date of termination; provided, however, such termination was without cause. (e) Notwithstanding the provision of Section 3(d) above: (i) In the event the Optionee is issued, except unable to continue as provided a Board member due to his total and permanent disability (as defined in Section 5 hereof. Exercise of a portion §105(d)(4) of the Code), this option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by exercised, to the number extent vested on the date of Shares as to which such disability, within the Option is exercised.ninety (90) day period from the date of such disability; 4.2 (ii) In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the this option granted hereunder may be exercised exercised, to the extent vested on the date of death, at any time within twelve (12) months following the such date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option this option by bequest or inheritance; provided that at the time of his death the Optionee was a Board member; and (iii) In the event the Optionee’s Board membership is terminated for cause, but only this option may be exercised, to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof vested on the date of deathsuch termination, within the thirty (30) day period after the date of such termination. Notwithstanding the provisions of this Section (e), in no event shall this option be exercisable after the Termination Date.

Exercise of Options. 4.1 No portion Each election to exercise the Options shall be subject to the terms and conditions of the option granted hereunder Plan and shall be in writing, signed by the Optionee or by his or her executor or administrator or by the person or persons to whom the Options are transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and made pursuant to and in accordance with the terms and conditions set forth in the Plan. The latest date on which the Options may be exercised for a fraction (the “Final Exercise Date”) is the date which is the tenth anniversary of a sharethe Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement. The option granted hereunder shall be deemed Notwithstanding the foregoing, the following rules will apply if an Optionee’s Employment ceases in all circumstances: automatically and immediately upon the cessation of Employment, the Options, to the extent not earlier terminated (whether pursuant to Section 2(c) or otherwise), will cease to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price exercisable and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shareswill terminate, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of except that: a. any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available Options held by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986’s permitted transferees, as amendedif any, the Optionee may exercise the option granted hereunder within twelve (12) months from on the date of the Optionee's ’s termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) of Employment by reason other than death, Disability, Retirement or for Cause, to the extent that then vested and exercisable, will remain exercisable for the shorter of (i) a period of 90 days or (ii) the period ending on the Final Exercise Date, and will thereupon terminate; b. any portion of the Options held by the Optionee was entitled to exercise it under Section 2 or the Optionee’s permitted transferees, if any, on the date of termination. 4.4 In the event Optionee’s termination of Employment by reason of death or Disability, to the death extent then vested and exercisable (for the avoidance of doubt, after giving effect, in the case of a termination by reason of death, to any accelerated vesting pursuant to Section 2(b)), will remain exercisable for the shorter of (i) the one year period ending with the first anniversary of the Optionee’s death or Disability, as the option granted hereunder case may be exercised at be, or (ii) the period ending on the Final Exercise Date, and will thereupon terminate; c. any time within twelve (12) months following portion of the date of death (but in no event later may the option be exercised after the Option Expiration Date), Options held by the Optionee or the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance’s permitted transferees, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof if any, on the date of deaththe Optionee’s Retirement, to the extent then vested and exercisable (for the avoidance of doubt, after giving effect to any accelerated vesting upon Retirement pursuant to Section 2(b)) will remain exercisable for the lesser of (i) the two-year period ending with the second anniversary of the Optionee’s Retirement or (ii) the period ending on the Final Exercise Date, and will thereupon terminate; provided that the Options will terminate immediately in the event the Board determines that the Optionee is not in compliance with any non-competition, non-solicitation, non-disclosure, or confidentiality agreement with the Company or its Affiliates, or, if not subject to such agreement, has engaged in Competitive Activity; and d. any portion of the Options held by the Optionee or the Optionee’s permitted transferees, if any, immediately prior to the cessation of the Optionee’s Employment will immediately terminate upon such cessation if such cessation of Employment has resulted in connection with an act or failure to act constituting Cause.

Exercise of Options. 4.1 No portion of (a) The Grantee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available then exercisable hereunder by giving the Secretary of Company written notice of intent to exercise in the form attached hereto ("Notice of Exercise"). The Notice of Exercise shall specify the number of Option Shares as to which the Option is exercisedto be exercised and the date of exercise thereof, which date shall be at least five days after the giving of such notice unless an earlier time shall have been mutually agreed upon. 4.2 In (b) Full payment (in U.S. dollars) by the event Grantee of termination of an Optionee as an employee the option price for the Option Shares purchased shall be made on or consultant with before the Corporation (but not exercise date specified in the event Notice of an Optionee's change of status from employee to consultant or from consultant to employee)Exercise in cash, such Optionee mayor, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder and to the extent permitted under the Plan, in whole or in part through the surrender of previously acquired Shares at their fair market value on the exercise date. On the exercise date specified in the Notice of Exercise or as soon thereafter as is practicable, Company shall cause to be delivered to the Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Shares or reacquired Shares, as Company may elect) upon full payment for such Option Shares. The obligation of Company to deliver Shares shall, however, be subject to the condition that Optionee was entitled if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Option or the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Shares thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to exercise it under Section 2 hereof at the Committee. (c) If the Grantee fails to pay for any of the Option Shares specified in the Notice of Exercise or fails to accept delivery thereof, the Grantee's right to purchase such Option Shares may be terminated by Company. The date specified in the Notice of Exercise as the date of such termination, or exercise shall be deemed to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of exercise of the Optionee's termination (but Option, provided that payment in no event shall the Optionee be entitled to exercise the option after full for the Option Expiration Date) Shares to the extent that Optionee was entitled to be purchased upon such exercise it under Section 2 on the date of terminationshall have been received by such date. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion of (a) Grantee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available that are exercisable hereunder by giving the Secretary of the Company written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercisedto be exercised and date of exercise thereof, which date shall be at least five (5) days after the signing of such notice unless an earlier time shall have been mutually agreed upon. 4.2 In (b) Full payment (in U.S. dollars) by Grantee of the event of termination of an Optionee as an employee Option Price for Option Shares purchased shall be made on or consultant with before the Corporation (but not exercise date specified in the event notice of an Optioneeexercise in cash or as the Company may otherwise permit as further set forth in the Plan. On the exercise date specified in Xxxxxxx's change of status from employee to consultant notice or from consultant to employee), such Optionee may, but only within such period of time as soon thereafter as is determined practicable, the Company shall cause to be delivered to Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) upon full payment for such Option Shares. The obligation of the Company to deliver Stock shall, however, be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Option or the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. (c) If Grantee fails to pay for any of the Option Shares specified in such notice or fails to accept delivery thereof, Xxxxxxx's right to purchase such Option Shares may be terminated by the Board, Company Exhibit 10.35.5 2 or the exercise of at least thirty (30) days (but in no event later than the Option Expiration Date)may be ignored, exercise as the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at Committee in its sole discretion may determine. The date specified in Grantee's notice as the date of such termination, or to such greater extent as may exercise shall be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from deemed the date of exercise of the Optionee's termination (but Option, provided that payment in no event shall the Optionee be entitled to exercise the option after full for the Option Expiration Date) Shares to the extent that Optionee was entitled to be purchased upon such exercise it under Section 2 on the date of terminationshall have been received by such date. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion of a. The Optionee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available then exercisable hereunder by giving the Secretary of PTI written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option Optionee is exercisedexercising and the date of exercise thereof, which date shall be at least five (5) days after the giving of such notice unless an earlier time shall have been mutually agreed upon. 4.2 In b. Full payment (in U.S. dollars) by the event Optionee of termination the Option Price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of an Optionee as an employee or consultant exercise in cash, or, with the Corporation (but not prior written consent of the Committee, which may be granted or withheld in the event Committee's sole discretion, in whole or in part through the surrender of an previously acquired shares of Stock at the Fair Market Value thereof on the exercise date. On the exercise date specified in the Optionee's change of status from employee to consultant notice or from consultant to employee), such Optionee may, but only within such period of time as soon thereafter as is determined practicable, PTI shall cause to be delivered to the Optionee, a certificate or certificates for the Option Shares then being purchased (out of theretofore authorized and unissued Stock or Treasury Stock, as PTI may elect) upon full payment for such Option Shares in accordance with the terms of the Plan and this Agreement. The obligation of PTI to deliver Stock shall, however, be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Option or the Option Shares upon any securities exchange or under any state or Federal law, or the consent or approval of any governmental or regulatory body, or an agreement by the BoardOptionee with respect to the disposition of Option Shares, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of at least Stock thereunder, the Option may not be exercised in whole or in part until such listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee, and, if it would otherwise expire, the term of the Option shall be extended until thirty (30) days (but in no event later than after receipt by Optionee of the foregoing. c. If the Optionee fails to pay for any of the Option Expiration Date)Shares specified in such notice or fails to accept delivery thereof, exercise the option granted hereunder Optionee's right to purchase such Option Shares may be terminated by PTI. The date specified in the extent that Optionee was entitled to exercise it under Section 2 hereof at Optionee's notice as the date of exercise shall be deemed the date of exercise of the Option, provided that payment in full for the Option Shares to be purchased upon such termination, or to exercise shall have been received by such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminatedate. 4.3 d. In the event that Optionee exercises the Option in whole or in part prior to April 15, 1998, PTI shall make a one-year loan of termination up to $350,000, secured by a pledge of an Optionee's status as an employee the Option Shares, on or consultant about such date, to enable Optionee to pay any federal or state income taxes imposed as a result of such exercise. The loan shall be for a one year term from such date and shall bear interest at a rate equal to: (i) the Optionee's "disability," applicable federal rate as defined in established pursuant to Section 22(e)(3) 7872 of the Internal Revenue Code Code, if PTI does not have a class of 1986, as amended, publicly traded equity securities; or (ii) twelve percent (12 percent) if PTI has a class of publicly traded equity securities at the Optionee may exercise the option granted hereunder within twelve (12) months from the date time of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of terminationloan. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion Other terms, times and conditions of exercise of the option granted hereunder ------------------- Options are as follows: a. Prior to the Expiration Date, the Options shall be fully exercisable in whole or in part for a number of shares up to the aggregate number of all of the Option Shares. b. Upon the death or Disability of the Optionee, the Optionee or the personal representative of the Optionee, as applicable, may exercise the Options to the extent not previously exercised (and, in the case of death, to the extent the Options could have been exercised by the Optionee on the date of death) subject to the terms set forth in this Agreement, until their termination as provided by Section 2 hereof. c. The Options shall be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when by written notice of such exercise has been given directed to the Corporation to the attention of the Secretary of the Corporation Company. Such written notice shall be accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made in cash for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercisedspecified in such written notice. 4.2 In d. If the event Optionee is subject to restrictions regarding the Optionee's right to sell shares of termination Common Stock under applicable securities laws and as a consequence exercise of the Options would not be taxable under the provisions of Section 83(c) of the Code, the Optionee, upon exercise of the Options, shall be authorized to make an election to be taxed upon exercise of the Options under Section 83(b) of the Code. To effect such election, the Optionee as may file an employee or consultant appropriate election with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only Internal Revenue Service within such period of time as is determined by the Board, of at least thirty (30) days (but after exercise of the Options and otherwise in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminateaccordance with applicable Treasury Regulations. 4.3 In e. The Optionee recognizes that the event Committee may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of termination any taxes that the Company or any subsidiary of an Optionee's status as an employee the Company is required by any law or consultant as a result of regulation or any governmental authority, whether federal, state or local, domestic or foreign, to make in connection with the Optionee's "disability," as defined in Section 22(e)(3) exercise of the Internal Revenue Code Options. f. Subject to the terms of 1986, as amendedthis Agreement, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder Options may be exercised at any time within twelve (12) months following and without regard to any other option to purchase stock of the date of death (but in no event later may the option be exercised after the Option Expiration Date), Company held by the Optionee's estate . g. In the event the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of any other corporation by reason of any merger, sale of stock, consolidation, liquidation, recapitalization, reclassification, stock split up, combination of shares, stock dividend, or transaction having similar effect, the total number of shares subject to this Option shall be proportionately and appropriately adjusted. Following a transaction described above, if the Company continues in existence, the number and kind of shares that are subject to any Option and the option price per share shall be proportionately and appropriately adjusted without any change in the aggregate price to be paid therefor upon exercise of the Option. If the Company will not remain in existence or substantially all of its voting Common Stock and Common Stock will be purchased by a person who acquired single purchaser or group of purchasers acting together, then the Company may (i) declare that all Options shall terminate 30 days after the Committee gives written notice to all Optionee's of their immediate right to exercise all Options then outstanding (without regard to limitations on exercise otherwise contained in the Option Options), or (ii) notify the Optionee that the Options shall apply with appropriate adjustments as determined by bequest or inheritance, but only the Company to the extent that securities of the successor corporation to the Optionee was entitled would have been entitled, or (iii) take action that is some combination of aspects of (i) and (ii). The determination by the Company as to exercise the Option in accordance with Section 2 hereof on terms of any of the date foregoing adjustments shall be conclusive and binding. Any fractional shares resulting from any of deaththe foregoing adjustments under this section shall be disregarded and eliminated.

Exercise of Options. 4.1 No portion a. Temple-Inland shall not be required to deliver certificates or instruments for shares with respect to which an Option is exercised until the exercise price for the shares of the option granted hereunder Common Stock being purchased has been paid in full, except as provided in paragraph 3.d. hereof. b. In order to exercise an Option, notice must be provided to Temple-Inland in such form as may be exercised for specified by Temple-Inland. Such notice shall state that the Participant elects to exercise a fraction specified Option, the number of a share. The option granted hereunder shall be deemed to be exercised when written notice shares of such exercise has been given to Common Stock in respect of which it is being exercised, and the Corporation to the attention manner of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (Option. c. Except as provided in paragraph 3.d. hereof, the "Board") may reasonably request. Until the issuance (as evidenced notice shall be accompanied by the appropriate entry on the books payment of the Corporation or of a duly authorized transfer agent full exercise price of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the number of shares being purchased. The Exercise Price shall be paid in cash, by irrevocable instructions to a broker to deliver promptly to Temple-Inland cash equal to the Exercise Price of the Option, or unless otherwise provided in the applicable Option SharesAgreement, notwithstanding in whole shares of Common Stock held by the Participant for such period, if any, as may be specified by the Committee, or partly in cash and partly in such Common Stock. Cash payments shall be made by certified or bank cashier’s check, or by the wire transfer of immediately available funds, in each case payable to the order of Temple-Inland (or such other person or entity as may be specified by Temple-Inland). Payments of the Exercise Price of an Option that are made in the form of Common Stock (which shall be valued at Fair Market Value) may be made by (i) delivery of stock certificates in negotiable form with an issue date indicating the Common Stock has been held by the Participant for such period, if any, as may be specified by the Committee, or (ii) unless otherwise determined by the Committee, delivery of the Participant’s representation that on the date of exercise he or she owns the requisite number of shares which he or she has held for such period, if any, as may be specified by the Committee, and, unless such shares are registered in the Participant’s name as verified by Temple-Inland’s transfer agent’s records, a representation executed by the Participant’s brokerage firm or other entity in whose name such shares are registered that on the date of exercise the Participant beneficially owns the requisite number of shares and has held such shares for such period, if any, as may be specified by the Committee, (“Certificateless Exercise”). Delivery of such a representation pursuant to a Certificateless Exercise shall be treated as the delivery of the specified number of shares of Common Stock; provided, however, that the number of shares issued to the Participant upon exercise of the Option shall be reduced by the number of shares specified in the representation. d. Unless otherwise prohibited by the Committee, and in accordance with such rules as the Committee may prescribe, a Participant may surrender to Temple-Inland an Option (or a portion thereof) that has become exercisable and receive upon such surrender, without any payment to Temple-Inland (other than required tax withholding amounts) that number of shares (equal to the highest whole number of shares) having an aggregate Fair Market Value as of the date of surrender equal to that number of shares subject to the Option (or portion thereof) being surrendered multiplied by an amount equal to the excess of (i) the Fair Market Value on the date of surrender over (ii) the Exercise Price, plus an amount of cash equal to the fair market value of any fractional share to which the Participant would be entitled but for the parenthetical above relating to the issuance of a whole number of shares. Any such surrender shall be treated as the exercise of the Option. The Corporation shall issue Option (or cause to be issuedportion thereof) such stock certificate promptly upon exercise and the provisions of any portion of the option granted hereunderparagraph 3.c. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except hereof shall not apply. e. Except as provided in Section paragraph 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of , no Option Shares which thereafter may be available by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following unless the date holder thereof is then an Employee of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of deathGroup.

Exercise of Options. 4.1 No portion of Options shall be exercisable at such times and be subject to such restrictions and conditions as the option granted hereunder may Committee shall in each instance determine and set forth in the Award Agreement, which need not be exercised the same for a fraction of a shareeach grant or for each Option or Participant. The option granted hereunder Committee, in its discretion, may allow a Participant to exercise an Option that has not otherwise become exercisable pursuant to the applicable Award Agreement, in which case the Shares then issued shall be deemed to be exercised when written notice Restricted Stock having a Period of such exercise has been given Restriction analogous to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise exercisability provisions of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of In the event that any portion of the option granted hereunder. No adjustment will be made for a dividend an exercisable Option is scheduled to expire or other right for which the record date is prior terminate pursuant to the Plan or the applicable Award Agreement (other than due to Termination of Service for Cause) and both (x) the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a on which such portion of the option granted hereunder in any manner shall result in Option is scheduled to expire or terminate falls during a decrease in Company blackout trading period applicable to the number Participant (whether such period is imposed at the election of the Company or is required by applicable law to be imposed) and (y) the Option Shares which thereafter may be available by the number Price per Share of Shares as to which such portion of the Option is exercised. 4.2 In less than the event Fair Market Value of termination a Share, then on the date that such portion of an Optionee as an employee the Option is scheduled to expire or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee)terminate, such Optionee may, but only within portion of the Option (to the extent not previously exercised by the Participant) shall be automatically exercised on behalf of the Participant through a “net exercise” (as described in Section 6.6(c)) and minimum withholding taxes due (if any) upon such automatic exercise shall be satisfied by withholding of Shares (as described in Section 16.2(a)). The period of time as is determined by over which a Nonqualified Stock Option may be exercised shall be automatically extended if on the Boardscheduled expiration date or termination date (other than due to Termination of Service for Cause) of such Option the Participant’s exercise of such Option would violate an applicable law (except under circumstances described in the preceding sentence); provided, of at least however, that during such extended exercise period the Option may only be exercised to the extent the Option was exercisable in accordance with its terms immediately prior to such scheduled expiration date or termination date; provided further, however, that such extended exercise period shall end not later than thirty (30) days (but in no event later than after the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to Option first would no longer violate such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminatelaw. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion of (a) The Optionee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist Options with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available then exercisable hereunder by giving the Chief Financial Officer of the Company written notice of exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercised. 4.2 In Options are to be exercised and the event date of termination of an Optionee as an employee or consultant with the Corporation exercise thereof, which date shall be at least five days (but not in more than fifteen days) after the event giving of such notice unless an Optionee's change earlier time shall have been mutually agreed upon by Optionee and the Company. (b) Full payment of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined the option price for the Option Shares being purchased by the Board, of at least thirty Optionee shall be made by the Optionee in cash (30in U.S. dollars) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder prior to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of exercise specified in the notice of exercise. (c) The Company shall cause to be delivered to the Optionee a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) as soon as is reasonably practicable after the full payment for such termination, or Option Shares and satisfaction of all other conditions to such greater extent as may be determined by the Board. exercise set forth in this Agreement. (d) If the Optionee does not fails to pay for any of the Option Shares specified in a notice of exercise such option or fails to the extent so entitled within the time specified hereinaccept delivery thereof, the option Optionee’s right to purchase such Option Shares shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of . The date specified in the Optionee's "disability," ’s notice as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event exercise shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on deemed the date of terminationexercise of the Options, provided that payment in full for the Option Shares to be purchased upon such exercise shall have been received by such date and all other conditions to exercise set forth in this Agreement shall have been satisfied. 4.4 (e) Notwithstanding any other provision of this Agreement, the Optionee’s right to exercise Options and be issued Option Shares is subject to the conditions set forth in this Section 4(e) in addition to any other conditions set forth elsewhere in this Agreement. The Optionee may not exercise any Options in whole or in part or be issued any Option Shares unless (i) the transaction is in compliance with all applicable state and Federal securities laws, (ii) the transaction is exempt from the qualification and registration requirements of applicable state and Federal securities laws, and (iii) the Company and the Optionee comply with any requirements applicable to the transaction, if any, that are contained in any credit or loan agreement to which the Company is a party. In addition, the event obligation of the death of Company to deliver Stock shall be subject to the Optionee, the option granted hereunder may be exercised condition that if at any time within twelve (12) months following the date Company shall determine that the listing, registration, or qualification of death (but the Options or the Option Shares upon any securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in no event later connection with, the Options or the issuance or purchase of Stock thereunder, the Options may the option not be exercised after the Option Expiration Date)in whole or in part unless such listing, by the Optionee's estate registration, qualification, consent, or by a person who acquired the right to exercise the Option by bequest approval shall have been effected or inheritance, but only obtained free of any conditions not acceptable to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of deathBoard.

Exercise of Options. 4.1 No portion (a) This option shall vest and become exercisable on December 29, 2012, subject to earlier vesting and exercisability as follows: Milestone 1: Upon the commencement of the Company’s Rheumatoid Arthritis trial in South Africa (the “RA Trial”), this option granted hereunder may be exercised for shall vest and become exercisable with respect to the purchase of up to 1,501,086 shares of Common Stock; Milestone 2: Upon demonstrated efficacy of the RA Trial, this option shall vest and become exercisable with respect to the purchase of up to 2,626,900 shares of Common Stock, including the shares from Milestone 1; and Milestone 3: Upon the execution of either a fraction licensing, strategic or financing agreement with a strategic or financial third party which yields minimum gross proceeds to the Company of a share. The $7.5 million, this option granted hereunder shall vest and become exercisable with respect to the purchase of up to 3,752,714 shares of Common Stock, including the shares from Milestones 1 and 2. (b) To the extent vested prior to the Termination Date, this option shall be deemed to be exercised when exercisable by written notice of such exercise has been given exercise, in the form prescribed by the Board, to the Corporation Secretary or Treasurer of the Company at its principal office. The notice shall specify the number of shares of Common Stock for which the option is being exercised (which number, if less than all of the shares then subject to exercise, shall be 50 or a multiple thereof) and shall be accompanied by payment (i) in cash or by check in the amount equal to the attention Exercise Price multiplied by the number of the Secretary of the Corporation accompanied by full payment of the exercise price and by shares to be purchased upon exercise, or (ii) in such other documents manner as the Board of Directors of the Corporation (the "Board") may reasonably requestshall deem acceptable. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder No shares shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly delivered upon exercise of any portion option until all laws, rules and regulations which the Board may deem applicable have been complied with. (c) The Optionee shall not be considered a record holder of the option granted hereunder. No adjustment will be made Common Stock issuable pursuant to this Agreement for a dividend or other right for any purpose until the date on which he is actually recorded as the record date is holder of such Common Stock in the records of the Company. (d) To the extent vested, prior to the date Termination Date, this option shall be exercisable only so long as the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion Optionee shall continue to be an employee of the option granted hereunder in any manner shall result in a decrease in Company and within the number of Option Shares which thereafter may be available by ninety (90) day period after the number of Shares as to which the Option is exercised. 4.2 In the event date of termination of an Optionee as an employee or consultant the Optionee’s employment with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee)Company, such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at vested on the date of such termination; provided however, or such termination was without cause. (e) Notwithstanding the provision of Section 3(d) above: (i) In the event the Optionee is unable to such greater extent continue as an employee of the Company due to his total and permanent disability (as defined in §105(d)(4) of the Code), , this option may be determined by the Board. If the Optionee does not exercise such option exercised, to the extent so entitled vested on the date of such disability, within the time specified herein, ninety (90) day period from the option shall terminate.date of disability; 4.3 (ii) In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the this option granted hereunder may be exercised exercised, to the extent vested on the date of death, at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option this option by bequest or inheritance; provided that at the time of his death the Optionee was an employee of the Company; and (iii) In the event the Optionee’s employment is terminated for cause, but only this option may be exercised, to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof vested on the date of deathsuch termination, within the thirty (30) day period after the date of such termination. Notwithstanding the provisions of this Section (e), in no event shall this option be exercisable after the Termination Date.

Exercise of Options. 4.1 No portion of (a) The Grantee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available then exercisable hereunder by giving the Secretary of the Company written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at be exercised and the date of such terminationexercise thereof, or to such greater extent as may which date shall be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option at least five days after the giving of such notice unless an earlier time shall have been mutually agreed upon. Notwithstanding the foregoing, an Option Expiration Date) to the extent that Optionee was entitled to exercise it granted under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder this Agreement may be exercised at any time within twelve (12) months following in increments of not less than 10% of the date full number of death (but in no event later may Shares as to which it can be exercised. A partial exercise of an Option will not affect the option be exercised after the Option Expiration Date), by the OptioneeGrantee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only from time to the extent that the Optionee was entitled to exercise the Option time in accordance with Section 2 hereof this Agreement as to the remaining Shares subject to the Option. (b) Full payment (in U.S. dollars) by the Grantee of the option price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of exercise in cash, or certified or cashier's check or money order, or, with the prior written consent of the Board, in whole or in part through the surrender of previously acquired shares of Stock at their fair market value on the exercise date. On the exercise date specified in the Grantee's notice or as soon thereafter as is practicable, but not to exceed ten (10) business days, the Company shall cause to be delivered to the Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) upon full payment for such Option Shares. If the Grantee fails to pay for any of the Option Shares specified in such notice, the Grantee's right to purchase such Option Shares may be terminated by the Company. The date specified in the Grantee's notice as the date of deathexercise shall be deemed the date of exercise of the Option, provided that payment in full for the Option Shares to be purchased upon such exercise shall have been received by such date. (c) Notwithstanding any of the other provisions hereof, Grantee agrees that he will not exercise this Option and that the Company will not be obligated to issue any Option Shares pursuant to this Stock Option Agreement, if the exercise of the Option or the issuance of such Option Shares would constitute a violation by the Grantee or by the Company of any provision of any law or regulation of any governmental authority or national securities exchanges. Upon the acquisition of any Option Shares pursuant to the exercise of the Option herein granted, Grantee will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws with this Stock Option Agreement.

Exercise of Options. 4.1 No portion (a) The option may be exercised in whole or in part (but not as to fractional shares) by delivering it for surrender or endorsement to the Company, attention of the Corporate Secretary, at the Company's principal office, together with payment of the Exercise Price and an executed Stock Purchase Agreement in the form attached as Exhibit B ("Stock Purchase Agreement"). (b) The option price shall become immediately due upon exercise of the option granted hereunder and shall be payable in one of the following alternative forms: (i) full payment in cash or cash equivalents; or (ii) full payment in shares of Common Stock having a fair market value on the Exercise Date (as defined below) in an amount equal to the option price; or (iii) a combination of shares of Common Stock valued at fair market value on the Exercise Date and cash or cash equivalents, equal in the aggregate to the option price; or (iv) any other form of consideration as the Plan Administrator may be exercised for a fraction of a share. approve. (c) The option granted hereunder shall be deemed to be exercised when written notice is conditioned upon the agreement of such exercise has been given the Optionee to the Corporation to the attention terms and conditions of the Secretary Plan and of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (this Agreement as evidenced by the appropriate entry on Optionee's execution and delivery of a Stock Purchase Agreement. (d) No option shall be exercisable unless and until any applicable registration or qualification requirements of federal and state securities laws, and all other legal requirements, have been fully complied with. The Company will use reasonable efforts to maintain the books effectiveness of a Registration Statement under the Securities Act for the issuance of options and shares acquired thereunder, but there may be times when no such Registration Statement will be currently effective. The exercise of options may be temporarily suspended without liability to the Company during times when no such Registration Statement is currently effective, or during times when, in the reasonable opinion of the Corporation Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If any option would expire for any reason except the end of its term during such a suspension, then if exercise of such option is duly authorized transfer agent tendered before its expiration, such option shall be exercisable and exercised (unless the attempted exercise is withdrawn) as of the Corporation) first day after the end of the stock certificate evidencing such suspension. The Company shall have no obligation to file any Registration Statement covering resales of Option Shares. (e) The Company shall have the right at the time of exercise of any option under this Agreement to make adequate provision for any federal, no right state, local, or foreign taxes which it believes are or may be required by law to vote or receive dividends or any other rights as a shareholder shall exist be withheld with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercisedexercise. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion of (a) The Grantee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available then exercisable hereunder by giving the Secretary of the Company written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at be exercised and the date of exercise thereof. (b) Full payment (in U.S. dollars) by the Grantee of the option price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of exercise in cash, or, with the prior written consent of the Committee, in whole or in part through the surrender of previously acquired shares of Stock at their Fair Market Value on the exercise date. On the exercise date specified in the Grantee's notice or as soon thereafter as is practicable, the Company shall cause to be delivered to the Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) upon full payment for such terminationOption Shares. The obligation of the Company to deliver Stock shall, however, be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Option or the Option Shares upon any securities exchange, any automated quotation system of a national securities association, or under any state or federal law, or the consent or approval of any governmental or other regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee; provided, that the Company and the Committee shall at all times be obligated to use their best efforts to obtain such greater extent listing, registration, qualification, consent or approval as soon as possible and without any conditions unacceptable to the Committee. (c) If the Grantee fails to pay for any of the Option Shares specified in such notice or fails to accept delivery thereof, the Grantee's right to purchase such Option Shares may be determined terminated by the Board. If Company, The date specified in the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an OptioneeGrantee's status notice as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event exercise shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on deemed the date of termination. 4.4 In the event exercise of the death of the OptioneeOption, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but provided that payment in no event later may the option be exercised after full for the Option Expiration Date), Shares to be purchased upon such exercise shall have been received by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of deathsuch date.

Exercise of Options. 4.1 No portion (i) Options granted under the Plan shall be exercisable, in whole or in such installments and at such times, and shall expire at such time, as shall be provided by the Board in the Award Agreement. Exercise of an Option shall be by written notice to the Secretary of the option granted hereunder Company (or such other officer as may be exercised for a fraction designated by the Board) at least two business days in advance of a sharesuch exercise stating the election to exercise in the form and manner determined by the Board. The option granted hereunder Every share of Common Stock acquired through the exercise of an Option shall be deemed to be exercised when written notice fully paid at the time of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full and payment of the exercise price and by such other documents price. (ii) Unless otherwise provided in an Award Agreement, the following provisions will apply to the exercisability of Options following the termination of a Participant’s employment or service with the Company, a Subsidiary or an Affiliated Entity: (A) If an Eligible Employee’s employment with the Company, a Subsidiary or an Affiliated Entity terminates as a result of death, Disability or Retirement, the Board Eligible Employee (or personal representative in the case of Directors death) shall be entitled to purchase all or any part of the Corporation shares subject to any (i) vested Incentive Stock Option for a period of up to three months from such date of termination (one year in the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books case of death or Disability in lieu of the Corporation or of a duly authorized transfer agent three-month period) and (ii) vested Nonqualified Stock Option during the remaining term of the Corporation) Option. If an Eligible Employee’s employment terminates for any other reason, the Eligible Employee shall be entitled to purchase all or any part of the stock certificate evidencing shares subject to any vested Option for a period of up to three months from such date of termination. In no event shall any Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to be exercisable past the Option Shares, notwithstanding the exercise term of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise Board may, in its sole discretion, accelerate the vesting of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided unvested Options in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation employment of any Participant. (but not in B) In the event of an Optionee's change of status from employee a Consultant ceases to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder provide services to the extent that Optionee was entitled Company or an Eligible Director terminates service as a director of the Company, the unvested portion of any Award shall be forfeited unless otherwise accelerated pursuant to exercise it under Section 2 hereof at the date terms of such termination, the Eligible Director’s Award Agreement or to such greater extent as may be determined by the Board. If The Consultant or Eligible Director shall have a period of three years following the Optionee does not date he ceases to provide consulting services or ceases to be a director, as applicable, to exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event any Nonqualified Stock Options which are otherwise exercisable on his date of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of terminationservice. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

Exercise of Options. 4.1 No portion of the option granted hereunder may a. Options shall only be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of exercisable at such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except times as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but Plan Documents and only to the extent that the Optionee was entitled participant is vested in the Shares subject to the Option pursuant to the Vesting Schedule set forth in the Option Agreement. b. Forestar shall not be required to deliver certificates or instruments for shares with respect to which an Option is exercised until the exercise price for the shares of Common Stock being purchased has been paid in full. c. In order to exercise an Option, notice must be provided to Forestar in such form as may be specified by Forestar. Such notice shall state that the Participant elects to exercise a specified Option, the number of shares of Common Stock in respect of which it is being exercised, and the manner of payment of the exercise price of the Option. d. The notice shall be accompanied by payment of the full Exercise Price of the Option with respect to the number of shares being purchased. The Exercise Price shall be paid in accordance cash, by irrevocable instructions to a broker to deliver promptly to Forestar cash equal to the Exercise Price of the Option, or unless otherwise provided in the applicable Option Agreement, in whole shares of Common Stock already owned by the Participant [for a period of at least six months], or partly in cash and partly in such Common Stock. Cash payments shall be made by certified or bank cashier’s check, or by the wire transfer of immediately available funds, in each case payable to the order of Forestar (or such other person or entity as may be specified by Forestar). Payments of the Exercise Price of an Option that are made in the form of Common Stock (which shall be valued at Fair Market Value) may be made by (i) delivery of stock certificates in negotiable form [with Section 2 hereof an issue date at least six months prior to the date of exercise], or (ii) unless otherwise determined by the Committee, delivery of the Participant’s representation that on the date of deathexercise he or she owns the requisite number of shares [which he or she has owned for a period of at least six months] and, unless such shares are registered in the Participant’s name as verified by Forestar’s transfer agent’s records, a representation executed by the Participant’s brokerage firm or other entity in whose name such shares are registered that on the date of exercise the Participant beneficially owns the requisite number of shares [and has owned such shares for a period of at least six months] (“Certificateless Exercise”). Delivery of such a representation pursuant to a Certificateless Exercise shall be treated as the delivery of the specified number of shares of Common Stock; provided, however, that the number of shares issued to the Participant upon exercise of the Stock Option shall be reduced by the number of shares specified in the representation. In addition, to the extent permitted by the Committee in its sole discretion, a Participant may satisfy payment of the Exercise Price by forfeiting a number of Shares subject to and outstanding under the Option that, based on the Fair Market Value on the date of the exercise, are equal in value to the Exercise Price. e. Notwithstanding as otherwise provided in the Plan Documents, in no event may an Option be exercised after the Expiration Date. f. Except as provided in paragraph 5, a Participant may not exercise his Option unless such Participant is an Participant at the time notice is delivered to Forestar in accordance with paragraphs 3(c) and (d) above. g. The exercise of the Option shall be further subject to paragraph 12 herein.

Exercise of Options. 4.1 No portion of (a) Grantee may exercise the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise all or any part of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available then exercisable hereunder by giving the Secretary of Company at the Company's principal executive office written notice delivered in person or by mail of Grantee's intent to exercise. The notice of the exercise shall specify the number of Option Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at be exercised and the date of such terminationexercise thereof, or to such greater extent as may which date shall be determined at least five (5) days after the giving of the notice unless an earlier time shall have been mutually agreed upon. (b) Full payment (in U.S. dollars) by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, Grantee of the option price for the Option Shares purchased shall terminate. 4.3 In be made on or before the event exercise date specified in the notice of termination of an Optionee's status as an employee or consultant as a result exercise in cash, or, with the prior written consent of the Optionee's "disability," Company, in whole or in part through the surrender of previously acquired shares of Stock at their Fair Market Value (as defined in Section 22(e)(3Paragraph [12]) on the exercise date. On the exercise date specified in Grantee's notice or as soon thereafter as is practicable, a certificate or certificates for the Option Shares then being purchased shall be issued to Grantee upon full payment of the Internal Revenue Code exercise price for such Option Shares. The obligation of 1986Company to deliver Stock shall, as amendedhowever, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) subject to the extent condition that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised if at any time within twelve the Company shall determine in its sole discretion that the listing, registration or qualification of the Option or the Option Shares upon any securities exchange or the NASDAQ's NMS (12as defined herein) months following or under any state or federal law, or the date consent or approval of death (but any governmental regulatory body, is necessary or desirable as a condition of, or in no event later connection with, the Option or the issuance or purchase of Stock thereunder, the Option may the option not be exercised after in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to Company. (c) If Grantee fails to pay for any of the Option Expiration Date)Shares specified in the notice or fails to accept delivery thereof, by the OptioneeGrantee's estate or by a person who acquired the right to exercise purchase the Option Shares may be terminated by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of deathCompany.

Exercise of Options. 4.1 No portion (a) This option shall become exercisable in accordance with its terms, as follows: [one-third] shares commencing one year after the date of grant; [one-third] additional shares commencing on each of the second and third anniversaries of the date of grant; provided the Optionee shall then be an employee of the Company. (b) An option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when exercisable by written notice of such exercise has been given exercise, in the form prescribed by the Board of Directors, to the Corporation Secretary or Treasurer of the Company at its principal office. The notice shall specify the number of shares for which the option is being exercised (which number, if less than all of the shares then subject to exercise, shall be 50 or a multiple thereof) and shall be accompanied by payment (i) in cash or by check in the amount of the full exercise price of such options, (ii) made by the surrender to the attention Company of that number of options having an aggregate spread value (ie. the Secretary of the Corporation accompanied by full payment of difference between the exercise price of an option and by the closing price of the Common Stock on the Nasdaq SmallCap Market or other national quotation system or stock exchange on which the Common Stock is listed on the date of the written notice of exercise) equal to the aggregate exercise price of the options being exercised, or (iii) in such other documents manner as the Board shall deem acceptable. No shares shall be delivered upon exercise of any option until all laws, rules and regulations which the Board of Directors of the Corporation may deem applicable have been complied with. (the "Board"c) may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of The person exercising an option shall not be considered a duly authorized transfer agent of the Corporation) record holder of the stock certificate evidencing so purchased for any purpose until the date on which he is actually recorded as the holder of such Option Shares, no right stock in the records of the Company. (d) The option shall be exercisable only so long as the Optionee shall continue to vote or receive dividends or any other rights as a shareholder shall exist with respect be an employee of the Company and within the thirty day period after the date of termination of his employment to the Option Shares, notwithstanding extent it was exercisable on the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is day prior to the date of termination. Notwithstanding the stock certificate is issuedforegoing, except as provided in Section 5 hereof. Exercise of a portion of no event shall the option granted hereunder in any manner shall result in a decrease in be exercisable after the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercisedTermination Date. 4.2 In (e) Notwithstanding the event provision of termination of an Optionee as an employee or consultant with the Corporation (but not Section 8(d) above, in the event the Optionee is unable to continue his employment with the Company as a result of an Optionee's change his total and permanent disability (as defined in Section 105(d)(4) of status from employee to consultant or from consultant to employeethe Code), such Optionee he may, but only within such period of time as is determined by the Board, of at least thirty three (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (123) months from the date of disability, exercise the Optionee's termination (but option to the extent he was entitled to exercise it at the date of such disability. Notwithstanding the foregoing, in no event shall the Optionee option be entitled to exercise the option exercisable after the Option Expiration Termination Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In (f) Notwithstanding the provisions of Section 8(d) above, in the event of the death of the Optionee: (i) during the term hereof, the option granted hereunder may be exercised exercised, at any time within twelve (12) months following the date of death, by the Optionee's estate or by a person who acquired the right to exercise this option by bequest or inheritance, but only to the extent of the right that would have accrued had the Optionee continued living one (1) month after the date of death, provided that at the time of his death the Optionee is an employee of the Company and shall have been in Continuous Status (but as defined in no event later may the Plan) as an employee from the date hereof; or (ii) within thirty (30) days after the termination of Continuous Status as an employee, the option may be exercised after exercised, at any time within three (3) months following the Option Expiration Date)date of death, by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that of the Optionee was entitled right to exercise the Option in accordance with Section 2 hereof on that had accrued at the date of deathtermination. Notwithstanding the provisions of this Section (f), in no event shall this option be exercisable after the Termination Date.