Common use of Option Clause in Contracts

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order Investor shall have an option (the “Option”) to induce acquire, and the Company shall issue and allot and/or cause to be transferred to Investor and/or its Permitted Transferees upon exercise by Investor of the Option, additional Ordinary Shares (the “Option Shares”) which, when aggregated with the Initial Shares, represent up to 30% of the Fully-Diluted Equity (after taking into account any applicable Post-Closing Redemption) immediately after such issuance of the Option Shares (pursuant to one or more exercises of the Option in accordance with the provisions of this Article III); provided, however that, pursuant to any exercise of the Option by Investor, up to 20% of the number of Option Shares to be acquired upon any exercise of the Option by Investor may be in the form of (i) Ordinary Shares (the “Employee Option Shares”) owned by individuals employed by Parent, the Company or their Subsidiaries (the “Option Employees”) or the Permitted Transferees of such individuals, to be sold to Investor in accordance with the provisions set forth in this Article III and/or (ii) Ordinary Shares to be issued and allotted by the Company (the “Redemption Option Shares”); and provided further that up to 80% of the number of Option Shares to be acquired upon any exercise of the Option by Investor may be in the form of Ordinary Shares (the “Parent Option Shares”) owned by Parent. If applicable, Parent and Purchaser the Company shall, pursuant to enter into any exercise of the Merger AgreementOption by Investor, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase procure the Securities (sale of the "OPTION SECURITIES") at Employee Option Shares by the Offer Price, subject to increase as Option Employees in accordance with the provisions set forth below in this Article III. (b) Notwithstanding anything set forth herein but without prejudice to Section 3.04(b), Investor shall not effect or permit to be effected a Sale of the "PURCHASE PRICE"). The Securities Option may be exercisedOption, in whole or in part, to any Person, other than a transfer, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderPermitted Transferee. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the right, title and interest of Stockholder in and to Stockholder’s Securities (the "OPTION SECURITIES") at with a price per share equal to the Offer Price; provided, subject however, that Stockholder shall have no duty or obligation to increase as set forth below (sell any Securities to Parent if such action would cause Stockholder to incur liability under Section 16(b) of the "PURCHASE PRICE")Exchange Act. The Securities Parent may exercise the Option may be exercisedin whole, in whole but not in part, by if, but only if, (i) Sub has acquired Shares pursuant to the Offer and (ii) Stockholder has failed to tender into the Offer any Shares or shall have withdrawn the tender of any Shares into the Offer in breach of this Agreement. Parent may exercise the Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that Parent is entitled to and wishes to exercise the Option, Parent shall send a written notice to Stockholder specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (as set forth below)60) days after the date of such notice; provided that in the event that prior notification to, for a period of ten (10) business days (or approval of, any Governmental Entity is required in connection with the "10 DAY PERIOD") following termination exercise of the Merger Agreement Option or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if Option, the period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option purchase of Stockholder’s Securities are acquired by Purchaser pursuant to the exercise of the Option, simultaneously with the payment by Parent of the purchase price for Stockholder’s Securities, such Stockholder shall deliver, or cause to be delivered, to the Sub certificates representing Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of duly endorsed to Parent or Purchaser shall acquire Common Stock (accompanied by stock powers or other than from transfer documents duly executed by the Company) at a price Company in excess of the Purchase Priceblank, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increasetogether with any necessary stock transfer stamps properly affixed, Stockholder shall be entitled to receive, free and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") clear of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateEncumbrances.

Option. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTIONSecurities Option") to purchase the Securities (the "OPTION SECURITIESOption Securities") at the Offer Price, subject to increase as set forth below Price (the "PURCHASE PRICEPurchase Price"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either If (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been is terminated by Parent pursuant to in accordance with Section 8.01(b8.01(c), 8.01(d)(ii8.01(e)(ii), 8.01(f) or 8.01(g) thereof, or (ii) the Merger Agreement is terminated in accordance with Section 8.01(b)(ii) thereof and (Cx) the Stockholder shall have breached the agreements set forth in Section 2(a) hereof or (y) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may shall, in any such case, become exercisable, in whole but not be exercised untilin part, upon the first to occur of any such event and remain exercisable in whole but not in part until the date which is 90 days after the date of the occurrence of such event (the "90 Day Period"), so long as: (i) all waiting periods under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated waived or the conditions under the other Antitrust Laws shall not have been satisfied or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 90 Day Period, the 10 90 Day Period shall be extended until five (5) business days after the later of (A) the later of the date of expiration or termination waiver of all HSR Act waiting periodsperiods or the date on which the applicable conditions under the other Antitrust Laws have been satisfied, and (B) the date of removal or lifting of such injunction or order. (b) . In the event that the Purchaser wishes to exercise the Securities Option, the Purchaser shall send a written notice (the "NOTICENotice") to the Stockholder identifying the place and date (not less than two (2) nor more than five ten (510) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order On the terms and subject to induce Parent the conditions set forth herein, each Shareholder hereby grants to each of Purchaser and Purchaser Merger Sub an irrevocable option to enter into purchase all of the right, title and interest of such Shareholder in and to the Shares owned by such Shareholder, as well as any other Shares of Common Stock of which such Shareholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) after the date hereof, if and to the extent that such Shares are not validly tendered in the Offer pursuant to the terms of Section 3 hereof, at a price per share equal to the Offer Price (as defined in the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"“Option”). The Securities With respect to any Shareholder, the Option may be exercised, in whole but not in part, by written notice to Stockholder exercised after Merger Sub shall purchase and pay for Shares (as set forth below), for a period defined in the Merger Agreement) pursuant to the Offer following satisfaction of ten the Minimum Condition and until the earlier of (10a) business days immediately preceding the Effective Time (as defined in the "10 DAY PERIOD"Merger Agreement) following or (b) the termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, in accordance with its terms. Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Sub, as amended (the "HSR ACT")case may be, required for the purchase of the Securities upon such may exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall an Option in whole, but not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderpart. (b) In the event that Purchaser wishes or Merger Sub desires to exercise the Securities an Option, Purchaser or Merger Sub shall send a written notice (in accordance with Section 13(a) hereof to the "NOTICE") relevant Shareholder prior to Stockholder identifying the termination of this Agreement specifying the place and the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing date may be the date of such notice and shall be held at not more than three business days after the executive offices date of such notice and shall be prior to the termination of this Agreement; provided that in the event that prior notification to, or approval of, any Governmental Authority is required in connection with the exercise of an Option or there shall be in effect any preliminary or final injunction or other order issued by any Governmental Authority prohibiting the exercise of an Option, the period of time during which the date of the Company (closing may be fixed shall be extended until the fifth business day following the last date on which all required approvals shall have been obtained, all required waiting periods shall have expired or been terminated and any such other place as the parties may agree). At the closingprohibition shall have been vacated, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateterminated or waived. (c) In At the event closing of any purchase of a Shareholder’s Shares pursuant to exercise of an Option, simultaneously with the Option Securities are acquired payment by Purchaser pursuant to the exercise or Merger Sub of the Securities Option (the "ACQUIRED SECURITIES") andpurchase price for such Shareholder’s Shares, either before such Shareholder shall deliver, or at any time within the one-year period following such acquisitioncause to be delivered, Parent, to Purchaser or Merger Sub certificates representing such Shares duly endorsed to Purchaser or Merger Sub or accompanied by stock powers duly executed by the Shareholder in blank, together with any affiliate necessary stock transfer stamps properly affixed, free and clear of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseall liens. (d) In Notwithstanding the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Optionforegoing, Stockholder shall be entitled to receive, and Purchaser shall promptly (at no time and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion shall the shares of the Acquired Securities within Company’s capital stock subject to this Section 5 exceed the one-year period following such acquisitionMaximum Restricted Amount. In the event that the total number of Shares exceeds the Maximum Restricted Amount, an amount per share then Merger Sub, in cash equal to the excessits sole and absolute discretion, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall determine which Shares shall be made by wire transfer subject to this Section 5. Merger Sub, in its sole and absolute discretion, shall make the determination of same day funds whether Shares subject to such account as Stockholder shall designaterestriction pursuant to this Section 5 have equaled or exceeded the Maximum Restricted Amount.

Option. Unless this Agreement is terminated, except during such time as the Company's Board of Directors has withdrawn its recommendation of the Offer or has modified such recommendation in a manner adverse to Buyer until such recommendation is reinstated: (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder Each Shareholder hereby grants to Purchaser Buyer an irrevocable option (a the "SECURITIES OPTIONOption") to purchase the Securities all such Shareholder's Shares at a purchase price per share (the "OPTION SECURITIESPurchase Price") at equal to the Offer PricePrice in cash or such higher per share consideration paid to other shareholders who have tendered into the Offer, subject to increase as set forth below (the "PURCHASE PRICE")in cash. The Securities Option may be exercisedwill become exercisable, in whole but not in part, by written notice Buyer if, and only if, such Shareholder shall have breached Section 2 and Buyer shall otherwise have accepted shares of Common Stock for purchase pursuant to Stockholder (as set forth below)the Offer. If the Option becomes exercisable, the Option may be exercised at any time during the period commencing with the acceptance by Buyer of shares of Common Stock for a period purchase pursuant to the Offer and ending simultaneously with the final expiration of ten (10) business days the Offer pursuant to the Merger Agreement (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTPeriod"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser If Buyer wishes to exercise the Securities OptionOption with respect to the Shares, Purchaser shall send a it may do so by giving written notice (the date of such notice being herein called the "NOTICENotice Date") to Stockholder identifying the Shareholders (in the manner set forth in Section 11(b)) specifying that all the Shareholders' Shares are to be purchased and specifying the place, time and date (not less earlier than two (2) one business day, nor more later than five (5) 10 business days days, from the date of the NoticeNotice Date) for the closing of such purchase, which closing shall be held at the executive offices purchase of the Company (or Shareholders' Shares by Buyer pursuant to such other place as exercise. Such notice may be given prior to the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer commencement of the Option Securities, against payment to Stockholder of Period if the Purchase Price, Option shall have become exercisable as provided in same day funds, by wire transfer to such account as Stockholder shall designateSection 10(a). (c) In Buyer represents that the event the Option Securities are acquired Shares purchased by Purchaser Buyer pursuant to the exercise Option will be acquired for investment only and not with a view to any public distribution thereof, and Buyer will not offer to sell or otherwise dispose of any Shares so acquired by it in violation of the registration requirements of the Securities Option (the "ACQUIRED SECURITIES") andAct of 1933, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseamended. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order the event the Purchaser ceases to induce Parent and Purchaser to enter into be an employee, consultant, advisor, officer or director of the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option Company (a "SECURITIES OPTION"“Service Provider”) to purchase for any or no reason, including, without limitation, by reason of the Securities Purchaser’s death or disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "OPTION SECURITIES") at “Code”), “Disability”), resignation or involuntary termination, the Offer PriceCompany shall, subject to increase from such time (as set forth below determined by the Company in its discretion), have the right, but not the obligation (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below“Repurchase Option”), for a period of ten (10) business 90 days from the date the Purchaser ceases to be a Service Provider, to repurchase any Shares which have not yet been released from the Repurchase Option (the "10 DAY PERIOD"“Unreleased Shares”) following termination at a price per share equal to the lesser of (x) the fair market value of the Merger Agreement or termination shares at the time the Repurchase Option is exercised, as determined by the Company’s board of directors and (y) the Purchase Price (the “Repurchase Price”). The Repurchase Option shall be exercised by the Company by delivering written notice to the Purchaser or, in the event of the OfferPurchaser’s death, whichever shall first occur; PROVIDED thatthe Purchaser’s executor and, prior to such terminationat the Company’s option, either (i) by delivering to the Purchaser or the Purchaser’s executor a Trigger Event shall have occurred check in the amount of the aggregate Repurchase Price, or (ii) by canceling an amount of the Purchaser’s indebtedness to the Company equal to the aggregate Repurchase Price, or (Aiii) by a combination of (i) and (ii) such that the combined payment and cancellation of indebtedness equals the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant right to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) retain and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In its own name the event the Option Securities are acquired number of Unreleased Shares being repurchased by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the right, title and interest of Stockholder in and to Stockholder’s Securities (the "OPTION SECURITIES") at with a price per share equal to the Offer Price. Parent may exercise the Option in whole, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by if, but only if, (i) Sub has acquired Shares pursuant to the Offer and (ii) Stockholder has failed to tender into the Offer any Shares or shall have withdrawn the tender of any Shares into the Offer in breach of this Agreement. Parent may exercise the Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that Parent is entitled to and wishes to exercise the Option, Parent shall send a written notice to Stockholder specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (as set forth below)60) days after the date of such notice; provided that in the event that prior notification to, for a period of ten (10) business days (or approval of, any Governmental Entity is required in connection with the "10 DAY PERIOD") following termination exercise of the Merger Agreement Option or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if Option, the period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option purchase of Stockholder’s Securities are acquired by Purchaser pursuant to the exercise of the Option, simultaneously with the payment by Parent of the purchase price for Stockholder’s Securities, such Stockholder shall deliver, or cause to be delivered, to the Sub certificates representing Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of duly endorsed to Parent or Purchaser shall acquire Common Stock (accompanied by stock powers or other than from transfer documents duly executed by the Company) at a price Company in excess blank, together with any necessary stock transfer stamps properly affixed, free and clear of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseall Encumbrances. (d) In Parent, Sub or the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receivededuct and withhold from the consideration otherwise payable pursuant to this Section 1.6 to a holder of Securities such amounts as are required to be withheld under the Code or the Treasury Regulations thereunder or any other Tax Law. To the extent that amounts are so deducted and withheld, and Purchaser such deduction and withholding would have been required were Parent incorporated or organized in the United States or a subdivision thereof, such amounts shall promptly (and in no event more than 48 hours following such Sale) pay be treated for all purposes of this Agreement as having been paid to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion the holder of the Acquired Securities within in respect of which such deduction and withholding was made. To the one-year period following extent any amounts are required to be deducted and withheld under the Tax Law of a jurisdiction outside the United States, and such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share deduction would not have been required were Parent incorporated or organized in the Sale over the Purchase Price. Any such payment United States or a subdivision thereof, additional amounts shall be made by wire transfer of paid as necessary to ensure that the Stockholder receives the same day funds to amount that would otherwise have been received as if no such account as Stockholder shall designatededuction and withholding had been made.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder Shareholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the right, title and interest of Shareholder in and to Shareholder’s Securities (the "OPTION SECURITIES") at with a price per share equal to the Offer Price; provided however that the Option shall not include Securities issued pursuant to the Plans, subject to increase as set forth below (which are not transferrable. Parent may exercise the "PURCHASE PRICE"). The Securities Option may be exercisedin whole, in whole but not in part, by written notice to Stockholder (as set forth below)if, for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offerbut only if, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent Sub has acquired Shares pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied Offer and (ii) Shareholder has failed to tender into the Offer any Shares or shall have withdrawn the tender of any Shares into the Offer in breach of this Agreement. Parent may exercise the Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that Parent is entitled to and wishes to exercise the Option, Parent shall send a written notice to Shareholder specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (60) days after the date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Entity is required in connection with the exercise of the Option or there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if Option, the period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option purchase of Shareholder’s Securities are acquired by Purchaser pursuant to the exercise of the Option, simultaneously with the payment by Parent of the purchase price for Shareholder’s Securities, such Shareholder shall deliver, or cause to be delivered, to the Sub certificates representing such Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of duly endorsed to Parent or Purchaser shall acquire Common Stock accompanied by stock powers or other transfer documents duly executed by the Company in blank, together with any necessary stock transfer stamps properly affixed, free and clear of all Liens (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increasedefined below). (d) In Parent, Sub or the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receivededuct and withhold from the consideration otherwise payable pursuant to this Section 1.6 to a holder of Securities such amounts as are required to be withheld under the Code or the Treasury Regulations thereunder or any other Tax Law. To the extent that amounts are so deducted and withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Securities in respect of which such deduction and withholding was made. To the extent any amounts are required to be deducted and withheld under the Tax Law of a jurisdiction outside the United States, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer deduction would not have been required were Parent incorporated or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share organized in the Sale over the Purchase Price. Any such payment United States or a subdivision thereof, additional amounts shall be made by wire transfer of paid as necessary to ensure that the Shareholder receives the same day funds to amount that would otherwise have been received as if no such account as Stockholder shall designatededuction and withholding had been made.

Option. (a) In order The Stockholders hereby grant to induce Parent and Purchaser to enter into the Merger AgreementSub (or its designee), Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities Subject Shares, on the terms and subject to the conditions set forth herein (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICEOption"). . (b) The Securities Option may be exercisedexercised by Merger Sub, in as a whole but and not in part, by written notice to Stockholder (as set forth below), for a at any time during the period commencing upon the occurrence of ten (10) business days (the "10 DAY PERIOD") following termination any of the Merger Agreement or termination following events and ending on the date which is the 30th calendar day following the first to occur of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either events: (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b10.1(b) thereof; (ii) the Merger Agreement shall have been terminated pursuant to Section 10.1(c) thereof (other than a termination by the Company following a failure to consummate the Merger as a result of an actual material breach by Parent or Merger Sub of their respective obligations under the Merger Agreement); (iii) the Merger Agreement shall have been terminated pursuant to Section 10.1(d) thereof; (iv) the Merger Agreement shall have been terminated pursuant to Section 10.1(e) thereof; or (v) the Merger Agreement shall have been terminated for any other reason (other than a termination as a result of an actual material breach by Parent or Merger Sub of their respective obligations under the Merger Agreement). (c) If Merger Sub wishes to exercise the Option, 8.01(d)(ii)Merger Sub shall send a written notice to the Stockholders of its intention to exercise the Option, 8.01(f) or 8.01(g) and (C) at specifying the place, and, if then known, the time of such termination and the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended date (the "HSR ACTOption Closing Date"), required for the purchase ) of the Securities upon such exercise shall have expired or been waived and any other conditions under closing (the other Antitrust Laws shall have been satisfied and (ii"Option Closing") there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities purchase. The Option pursuant to this Agreement; provided that if Closing Date shall occur on the fifth business day (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there such later date as shall be in effect any such injunction or order, in each case on no later than five business days following the expiration of first time that the 10 Day Period, the 10 Day Period Option Closing shall be extended until five (5permitted by applicable law or regulation) business days after the later of (Ai) the date of expiration or termination of all HSR Act waiting periodson which such notice is delivered, and (Bii) the date satisfaction of removal or lifting of such injunction or orderthe conditions set forth in Section 4(f). (bd) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closingOption Closing, Stockholder the Stockholders shall deliver to Purchaser appropriate and effective instruments of transfer Merger Sub (or its designee) all of the Option SecuritiesSubject Shares by delivery of a certificate or certificates evidencing the Subject Shares duly endorsed to Merger Sub or accompanied by powers duly executed in favor of Merger Sub, against payment to Stockholder of the Purchase Price, in same day funds, by wire with all necessary stock transfer to such account as Stockholder shall designatestamps affixed. (ce) In the event At the Option Securities are acquired by Purchaser Closing, Merger Sub shall, and Parent shall cause Merger Sub to, pay to the Stockholders pursuant to the exercise of the Securities Option, by wire transfer, cash in immediately available funds to the accounts of the Stockholders (such accounts to be specified in writing at least two days prior to the Option Closing), an amount equal to the product of $15.00 and the number of Subject Shares (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Subject Shares Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase"). (df) In The Option Closing shall be subject to the event satisfaction of each of the Option Securities are acquired by Purchaser following conditions: (i) no court, arbitrator or governmental body, agency or official shall have issued any order, decree or ruling and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting the consummation of the purchase and sale of the Subject Shares pursuant to the exercise of the Securities Option; (ii) any waiting period applicable to the consummation of the purchase and sale of the Subject Shares pursuant to the exercise of the Option under the HSR Act shall have expired or been terminated; and (iii) all actions by or in respect of, Stockholder and any filing with, any governmental body, agency, official, or authority required to permit the consummation of the purchase and sale of the Subject Shares pursuant to the exercise of the Option shall have been obtained or made and shall be entitled to receivein full force and effect, except such actions and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excessfilings which, if anynot made or obtained, of the net proceeds received per share would not, individually or in the Sale over the Purchase Price. Any such payment shall aggregate, reasonably be made by wire transfer of same day funds expected to such account as Stockholder shall designatehave a Material Adverse Effect.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, each Stockholder hereby grants to Purchaser an irrevocable Parent a conditional option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities (the "OPTION SECURITIES") right, title and interest of such Stockholder in and to such Stockholder’s Covered Shares at a price equal to the Offer Price. Parent may exercise an Option in whole, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, with respect to any Covered Shares not acquired by written notice Merger Sub pursuant to the Offer if, but only if, (i) Merger Sub has acquired shares of Common Stock pursuant to the Offer and (ii) such Stockholder (as set forth below), for a period shall have failed to tender into the Offer such Covered Shares or shall have withdrawn the tender of such Covered Shares into the Offer. Parent may exercise an Option at any time within the ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of when such injunction or orderOption first becomes exercisable. (b) In the event that Purchaser Parent is entitled to and wishes to exercise the Securities an Option, Purchaser Parent shall send a written notice (to the "NOTICE"relevant Stockholder(s) to Stockholder identifying specifying the place and the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing date shall be held at not more than ten (10) days after the executive offices date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Authority is required in connection with the exercise of an Option or there shall be in effect any preliminary or final injunction or other order issued by any Governmental Authority prohibiting the exercise of an Option, the period of time during which the date of the Company closing may be fixed shall be extended until the tenth (10th) day following the last date on which all required approvals shall have been obtained, all required waiting periods shall have expired or been terminated and any such other place as the parties may agree). At the closingprohibition shall have been vacated, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateterminated or waived. (c) In At the event the Option Securities are acquired by Purchaser pursuant to the exercise closing of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of a Stockholder’s Covered Shares pursuant to exercise of an Option, simultaneously with the Acquired Securities has been completed at payment by the time Parent of the purchase price for a Stockholder’s Covered Shares, such increase, Stockholder shall deliver, or cause to be entitled delivered, to receivethe Merger Sub certificates representing such Covered Shares duly endorsed to the Parent or accompanied by stock powers or other transfer documents duly executed by the Company in blank, together with any necessary stock transfer stamps properly affixed, free and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer clear of same day funds to such account as Stockholder shall designate, the amount of the increaseall Encumbrances. (d) In Parent, Merger Sub or the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receivededuct and withhold from the consideration otherwise payable pursuant to this Section 5 to a holder of Covered Shares such amounts as are required to be withheld under the Code, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Acquired Securities within the one-year period following Covered Shares in respect of which such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatededuction and withholding was made.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, The Stockholder hereby irrevocably grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTOption"), required for exercisable from time to time only upon the events and subject to the conditions set forth herein, to purchase such number (not in excess of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise then applicable Maximum Share Number), of the Securities Option pursuant Shares at a purchase price per share equal to this Agreement; provided that if $23.40 (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall such higher per share price as may be offered by Purchaser in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderOffer). (b) In Subject to the event that conditions set forth in Section 1.03 and the termination provisions of Section 6.07, Purchaser wishes may exercise the Option in whole or in part at any time prior to the date 60 days after the expiration or termination of the Offer (such sixtieth day being herein called the "Option Expiration Date") if (x) the Stockholder fails to comply with any of its obligations under this Agreement or withdraws the tender of the Shares except under the circumstances set forth in the proviso to Section 1.01(b) (but the Option shall not limit any other right or remedy available to the Parent or Purchaser against the Stockholder for breach of this Agreement) or (y) the Offer is not consummated because of the failure to satisfy any of the conditions to the Offer set forth in Annex A to the Merger Agreement (other than as a result of any action or inaction of the Parent or Purchaser which constitutes a breach of the Merger Agreement). Upon the occurrence of any of such circumstances, Purchaser shall be entitled to exercise the Securities Option, Option and (subject to Section 1.03) Purchaser shall send a be entitled to purchase the Shares and the Stockholder shall sell the Shares to Purchaser. Purchaser shall exercise the Option by delivering written notice thereof to the Stockholder (the "NOTICENotice") ), specifying the number of Shares to Stockholder identifying be purchased and the date, time and place for the closing of such purchase which date (shall not be less than two (2) three business days nor more than five (5) business days from the date the Stockholder receives the Notice and in no event shall such date be later than the Option Expiration Date. The closing of the Noticepurchase of Shares pursuant to this Section 1.02 (the "Closing") for shall take place on the closing of such purchasedate, which closing shall be held at the executive offices time and at the place specified in such notice; provided, that if at such date any of the Company conditions specified in Section 1.03 shall not have been satisfied (or waived), Purchaser may postpone the Closing until a date within five business days after such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of conditions are satisfied (but not later than the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateExpiration Date). (c) In At the event Closing, the Option Securities are acquired Stockholder will deliver to Purchaser (in accordance with Purchaser's instructions) the certificates representing the Shares owned by Purchaser the Stockholder and being purchased pursuant to Section 1.02(c), duly endorsed or accompanied by stock powers duly executed in blank; provided, that the exercise number of Shares the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled required to receivedeliver from time to time pursuant to a Notice, when taken together with all Shares previously delivered pursuant to all Notices, shall not exceed the aggregate number of shares owned by the Stockholder beneficially and of record, at such time. At such Closing, Purchaser shall promptly (and in no event more than 48 hours following such increase) pay deliver to the Stockholder, by bank wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisitionimmediately available funds, an amount per share in cash equal to the excess, if any, number of Shares being purchased from the net proceeds received Stockholder as specified in the Notice multiplied by $23.40 (or such higher per share price as being offered by Purchaser in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateOffer).

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities right, title and interest of Stockholder in and to the Permissible Number of Stockholder’s Shares (the "OPTION SECURITIES"“Optioned Shares”) at with a price per share equal to the Offer Price. Parent may exercise the Option in whole, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by if, but only if, (i) the Purchaser has acquired shares of common stock pursuant to the Offer and (ii) Stockholder has failed to tender into the Offer at least the Permissible Number of Shares or shall have withdrawn the tender of a number of Shares equal to or greater than the Permissible Number in breach of this Agreement. The Parent may exercise the Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that the Parent is entitled to and wishes to exercise the Option, the Parent shall send a written notice to Stockholder specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (as set forth below)60) days after the date of such notice; provided that in the event that prior notification to, for a period of ten (10) business days (or approval of, any Governmental Entity is required in connection with the "10 DAY PERIOD") following termination exercise of the Merger Agreement Option or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if Option, the period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option Securities are acquired by Purchaser purchase of Stockholder’s Optioned Shares pursuant to the exercise of the Securities Option (Option, simultaneously with the "ACQUIRED SECURITIES") andpayment by the Parent of the purchase price for Stockholder’s Optioned Shares, either before such Stockholder shall deliver, or at any time within cause to be delivered, to the one-year period following such acquisition, Parent, Purchaser or any affiliate of certificates representing the Optioned Shares duly endorsed to the Parent or Purchaser shall acquire Common Stock (accompanied by stock powers or other than from transfer documents duly executed by the Company) at a price Company in excess blank, together with any necessary stock transfer stamps properly affixed, free and clear of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseall Liens. (d) In The Parent, the event Purchaser or the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receive, deduct and Purchaser shall promptly (and in no event more than 48 hours following withhold from the consideration otherwise payable pursuant to this Section 1.6 to Stockholder such Sale) pay amounts as are required to Stockholder, upon any subsequent disposition, transfer be withheld under the Code or sale to an unaffiliated third party ("SALE") of all the Treasury Regulations thereunder or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateother Tax Law.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the right, title and interest of Stockholder in and to Stockholder’s Securities (the "OPTION SECURITIES") at with a price per share equal to the Offer Price. Parent may exercise the Option in whole, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by if, but only if, (i) Sub has acquired Shares pursuant to the Offer and (ii) Stockholder has failed to tender into the Offer any Shares or shall have withdrawn the tender of any Shares into the Offer in breach of this Agreement. Parent may exercise the Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that Parent is entitled to and wishes to exercise the Option, Parent shall send a written notice to Stockholder specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (as set forth below)60) days after the date of such notice; provided that in the event that prior notification to, for a period of ten (10) business days (or approval of, any Governmental Entity is required in connection with the "10 DAY PERIOD") following termination exercise of the Merger Agreement Option or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if Option, the period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option purchase of Stockholder’s Securities are acquired by Purchaser pursuant to the exercise of the Option, simultaneously with the payment by Parent of the purchase price for Stockholder’s Securities, such Stockholder shall deliver, or cause to be delivered, to the Sub certificates representing Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of duly endorsed to Parent or Purchaser shall acquire Common Stock (accompanied by stock powers or other than from transfer documents duly executed by the Company) at a price Company in excess blank, together with any necessary stock transfer stamps properly affixed, free and clear of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseall Encumbrances. (d) In Parent, Sub or the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receivededuct and withhold from the consideration otherwise payable pursuant to this Section 1.6 to a holder of Securities such amounts as are required to be withheld under the Code, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion applicable provision of state, local or non-U.S. Tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Acquired Securities within the one-year period following in respect of which such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatededuction and withholding was made.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities right, title and interest of the Stockholder in and to all of the Covered Shares (the "OPTION SECURITIES"“Optioned Shares”) at with a price per share equal to the Offer Price, subject to increase as set forth below (. Parent may exercise the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either only if (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate has acquired shares of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent common stock pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied Offer and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting Stockholder has failed to tender into the exercise Offer all of the Securities Option pursuant to Covered Shares or shall have withdrawn the tender of any Covered Shares in breach of this Agreement; provided that if . Parent may exercise the Option at any time within the sixty (i60) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) following the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of when such injunction or orderOption first becomes exercisable. (b) In the event that Purchaser Parent is entitled to and wishes to exercise the Securities Option, Purchaser Parent shall send a written notice (the "NOTICE") to Stockholder identifying specifying the place and the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing date shall be held at not more than sixty (60) days after the executive offices date of such notice; provided, that in the Company (event that prior notification to, or such other place as approval of, any Governmental Authority is required in connection with the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer exercise of the Option Securities, against payment to Stockholder or there shall be in effect any preliminary or final injunction or other order issued by any Governmental Authority prohibiting the exercise of the Purchase PriceOption, in same the period of time during which the date of the closing may be fixed shall be extended until the tenth (10th) day fundsfollowing the last date on which all required approvals shall have been obtained, by wire transfer to all required waiting periods shall have expired or been terminated and any such account as Stockholder prohibition shall designatehave been vacated, terminated or waived. (c) In At the event the Option Securities are acquired by Purchaser pursuant to the exercise closing of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at Optioned Shares pursuant to exercise of the time Option, simultaneously with the payment by Parent of such increasethe purchase price for Stockholder’s Optioned Shares, Stockholder shall deliver, or cause to be entitled delivered, to receivePurchaser certificates representing the Optioned Shares duly endorsed to Parent or accompanied by stock powers or other transfer documents duly executed by the Company in blank, together with any necessary stock transfer stamps properly affixed, free and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer clear of same day funds to such account as Stockholder shall designate, the amount of the increaseall Liens. (d) In The Parent, Purchaser or the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receive, deduct and Purchaser shall promptly (and in no event more than 48 hours following withhold from the consideration otherwise payable pursuant to this Section 1.6 to Stockholder such Sale) pay amounts as are required to Stockholder, upon any subsequent disposition, transfer be withheld under the Code or sale to an unaffiliated third party ("SALE") of all the Treasury Regulations or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateother Tax law.

Option. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, Stockholder the Shareholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTIONStock Option") to purchase the Securities Shares from the Shareholder (the "OPTION SECURITIESOption Shares") at an amount (the "Purchase Price") equal to the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either If (i) a Trigger Event shall have occurred the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser, or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been is terminated by in accordance with its terms, the Stock Option shall, in any such case (but provided neither Parent pursuant to Section 8.01(bnor the Purchaser has materially breached the Merger Agreement), 8.01(d)(iibecome exercisable, in whole or in part, upon the first to occur of any such event and remain exercisable in whole or in part until the date which is 45 days after the date of the occurrence of such event (the "45 Day Period"), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised untilso long as: (i) all waiting periods under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), required for the purchase of the Securities Option Shares upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied waived, and (ii) there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity court or governmental, administrative or regulatory agency or authority or legislative body or commission prohibiting the exercise of the Securities Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated waived or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 45 Day Period, the 10 45 Day Period shall be extended until five (5) 5 business days after the later of (A) the date of expiration or termination waiver of all HSR Act waiting periods, periods and (B) the date of removal or lifting of such injunction or order. (b) ; provided further that in no event shall the 45 Day Period be extended beyond June 30, 1997. In the event that Purchaser Parent wishes to exercise the Securities Stock Option, Purchaser Parent shall send a written notice (the "NOTICENotice") to Stockholder the Shareholder identifying the place and date (not less than two (2) nor more than five (5) 10 business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event that Parent has terminated the Offer due to the occurrence of any event set forth in clauses (a)-(c) of Annex A to the Merger Agreement and Parent exercises the Stock Option and purchases the Option Securities are acquired by Purchaser pursuant Shares, Parent shall, to the exercise extent permitted by law, seek to purchase all of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate remaining shares of Parent or Purchaser shall acquire Company Common Stock (other than from the Company) outstanding at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatea merger and/or tender offer.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser Parent an irrevocable option (a the "SECURITIES OPTIONOption") to purchase all the Securities Subject Shares of such Stockholder at a purchase price per share (the "OPTION SECURITIESPurchase Price") at the Offer Price, subject equal to increase as set forth below (the "PURCHASE PRICE")$0.75. The Securities Option may be exercised, exercised in whole but not or in part, by written notice at any time after the date hereof and prior to Stockholder the date which is twelve (as set forth below), for a period of ten (1012) business days (the "10 DAY PERIOD") following months after termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to (such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoingperiod, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTExercise Period"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) so long as there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided provided, however, that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case order on the expiration of the 10 Day Exercise Period, the 10 Day Exercise Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order; provided, further, that no such extension shall extend the Exercise Period for more than eighteen (18) months following the termination of the Merger Agreement. (b) In the event that Purchaser If Parent wishes to exercise the Securities Option, Purchaser shall send a it may do so by giving written notice (the date of such notice being herein called the "NOTICENotice Date") to Stockholder identifying specifying that the Subject Shares are to be purchased the number of Subject Shares that are to be purchased (the "Purchased Shares") and specifying the place, time and date (not less earlier than two (2) one trading day, nor more later than five (5) business days 10 trading days, from the date of the NoticeNotice Date) for the closing of the purchase by Parent pursuant to such purchase, which closing shall be held at the executive offices exercise. Upon exercise of the Company (or such other place as Option, Parent will pay the parties may agree). At Purchase Price for the closingPurchased Shares in cash; provided, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of however, that if Parent exercises the Option Securitiesprior to the Effective Time, against payment the Parent may at its option pay the Purchase Price for the Purchased Shares by delivering a Note with a principal amount equal to Stockholder of the Purchase Price, which accrues interest at the prime rate of interest per annum (as reported in same day fundsThe Wall Street Journal) and that is due and payable on the earlier of (i) one year from the date of issuance or (ii) the Effective Time (the "Note"). If the Merger is not consummated within five (5) months after the date of the Merger Agreement, by wire transfer the Parent may elect to such account as sell the Purchased Shares back to the Stockholder in exchange for the Note. If the Parent so elects the Stockholder shall designatesurrender such Note to Parent in exchange for the Purchased Shares. (c) In addition, if the event the Option Securities are acquired by Purchaser Merger Agreement is terminated pursuant to the exercise Sections 8.01(c), 8.01(d) or 8.01(e) of the Securities Option (Merger Agreement or by the "ACQUIRED SECURITIES"Parent pursuant to Section 8.01(b)(i) and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increaseMerger Agreement, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to StockholderParent on demand an amount equal to all Profit (as defined below) realized by Stockholder or any Affiliated Person, in connection with the consummation of any Company Takeover Proposal that is consummated within twelve (12) months of such termination. Any payment of Profit under this Section 5(c) shall be paid by wire transfer of same day funds to such an account as Stockholder shall designatedesignated by Parent. For purposes of this Section 5, the Profit of Stockholder or an Affiliated Person from any Company Takeover Proposal shall equal (A) the aggregate consideration received by Stockholder or such Affiliated Person with respect to the Subject Shares pursuant to such Company Takeover Proposal (including but not limited to the face amount of any debt of Stockholder which is forgiven or otherwise satisfied in connection herewith), valuing any non-cash consideration (including any residual interest in the increaseCompany) at its Fair Market Value on the date of such consummation plus (B) the Fair Market Value, on the date of disposition, of all Subject Shares of such Stockholder or Affiliated Person disposed of after the termination of the Merger Agreement and prior to the date of such consummation less (C) the Merger Consideration that would have been received by the Stockholder or Affiliated Person with respect to the Subject Shares pursuant to the Merger Agreement as originally executed. For purposes of this Section 5, the Fair Market Value of any non-cash consideration consisting of: (i) securities listed on a national securities exchange or traded on the Nasdaq National Market shall be equal to the average closing price per share of such security as reported on such exchange or Nasdaq National Market for the five trading days after the date of determination; and (ii) debt of such Stockholder or Affiliated Person owed to the Company shall be equal to the face amount of such debt, plus all accrued and unpaid interest. (diii) In consideration which is other than cash or securities of the event form specified in clause (i) above or Stockholder or Affiliated Person debt described in clause (ii) above shall be determined in good faith the Option Securities are acquired by Purchaser pursuant Board of Directors of the Company; provided, that if Parent objects to the exercise valuation as determined by the Board of Directors of the Securities OptionCompany (A) Parent shall notify the Company of its objection, Stockholder (B) Parent shall deliver to the Company its good faith determination of the Fair Market Value of the non-cash consideration and (C) Parent and the Company shall engage a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the Company's receipt of Parent's notice of objection; provided, further, that if the parties are unable to agree within two business days after the date of such event as to the investment banking firm, then the parties shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided, further that the fees and expenses of the investment banking firm shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") borne by the person whose estimate of all or any portion of Fair Market Value is furthest from the Acquired Securities within amount as finally determined by the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateinvestment banking firm.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Each Stockholder hereby irrevocably grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION") the “Option”), exercisable only upon the events and subject to the conditions set forth herein, to purchase the Securities any or all of such Stockholder’s Individual Shares at a purchase price per share equal to $3.00 (the "OPTION SECURITIES") at the Offer Price, subject to increase or such higher per share price as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, offered by Sub in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In Subject to the event that Purchaser wishes conditions to the Offer and Sub’s obligation to purchase tendered Shares, each as set forth in the Merger Agreement, and the termination provisions of Section 12 hereof, Parent may exercise the Option in whole or in part at any time prior to the Option Expiration Date if the Stockholder fails to comply with any of its obligations under this Agreement, or the Stockholder withdraws the tender of the Individual Shares (but the Option shall not limit any other right or remedy available to Parent or Sub against such Stockholder for breach of this Agreement). Upon the occurrence of any of such circumstances, Parent shall be entitled to exercise the Securities OptionOption and purchase such Stockholder’s Individual Shares, Purchaser and the Stockholder shall send a sell such Individual Shares to Parent. Parent shall exercise the Option by delivering written notice of such exercise to the Stockholder (the "NOTICE") “Notice”), specifying the number of Individual Shares to Stockholder identifying be purchased and the date (not less than two (2) nor more than five (5) business days from the date of the Notice) date, time and place for the closing of such purchase, which date shall not be less than three business days nor more than five business days from the date the Stockholder received the Notice and in no event shall such date be later than the Option Expiration Date. The closing of the purchase of Individual Shares pursuant to this Section 8(b) (the “Closing”) shall be held take place on the date, at the executive offices time and at the place specified in such Notice; provided, that if at such date any of the Company Tender Offer Conditions and Sub’s obligation to purchase tendered Shares shall not have been satisfied (or waived), Parent may postpone the Closing until a date within five business days after such other place as conditions are satisfied or waived (but not later than the parties may agreeOption Expiration Date). At Upon the closingrequest of Parent, each Stockholder shall deliver promptly take, or cause to Purchaser appropriate be taken, all action required to effect all necessary filings by such Stockholder under applicable law and effective instruments shall cooperate with Parent with respect to the filing obligations of transfer of the Option Securities, against payment to Stockholder of the Purchase PriceParent and Sub, in same day funds, by wire transfer to such account each case as Stockholder shall designatemay be required in connection with the Closing. (c) In At the event Closing, each Stockholder will deliver to Parent (i) a certificate, dated the Option Securities date of the Closing, certifying that the representations and warranties of such Stockholder in Section 10 are acquired by Purchaser true and correct as of the date of the Closing and (ii) in accordance with Parent’s instructions, the certificates representing the Individual Shares and being purchased pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") andSection 8(a), either before duly endorsed or at any time within the one-year period following accompanied by stock powers duly executed in blank. At such acquisitionClosing, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased deliver to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to each Stockholder, by bank wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisitionimmediately available funds, an amount per share in cash equal to the excess, if any, number of such Stockholder’s Individual Shares being purchased as specified in the net proceeds received Notice multiplied by $3.00 (or such higher per share price as may be offered by Sub in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateOffer).

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, each Stockholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities (the "OPTION SECURITIES") right, title and interest of such Stockholder in and to such Stockholder’s Covered Shares at a price equal to the Offer Price. Parent may exercise an Option in whole, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below)if, for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offerbut only if, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate has acquired shares of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent Common Stock pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied Offer and (ii) such Stockholder shall have failed to tender into the Offer any Covered Shares or shall have withdrawn the tender of any Covered Shares into the Offer. Parent may exercise an Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that Parent is entitled to and wishes to exercise an Option, Parent shall send a written notice to the relevant Stockholder(s) specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (60) days after the date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Entity is required in connection with the exercise of an Option or there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of an Option, the Securities Option pursuant to this Agreement; provided that if period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event the Option Securities are acquired by Purchaser pursuant to the exercise closing of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of a Stockholder’s Covered Shares pursuant to exercise of an Option, simultaneously with the Acquired Securities has been completed at payment by the time Parent of the purchase price for a Stockholder’s Covered Shares, such increase, Stockholder shall deliver, or cause to be entitled delivered, to receivethe Purchaser certificates representing such Covered Shares duly endorsed to the Parent or accompanied by stock powers or other transfer documents duly executed by the Company in blank, together with any necessary stock transfer stamps properly affixed, free and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer clear of same day funds to such account as Stockholder shall designate, the amount of the increaseall Encumbrances. (d) In Parent, Purchaser or the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receivededuct and withhold from the consideration otherwise payable pursuant to this Section 4 to a holder of Covered Shares such amounts as are required to be withheld under the Code, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Acquired Securities within the one-year period following Covered Shares in respect of which such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatededuction and withholding was made.

Option. (a) During the Exclusivity Option Term, Amgen shall have the right to exercise the Library Compound Exclusivity Option in accordance with this Section 3.6.1 with respect to each Library Compound that has been identified as a Hit (or is structurally related to a Hit) which Amgen selects to move forward in a Drug Discovery Program. In order the event that Amgen desires to induce Parent and Purchaser exercise the Library Compound Exclusivity Option with respect to enter into the Merger Agreementa Library Compound, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by Amgen shall give Infinity written notice of such desire prior to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination end of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition TransactionExclusivity Option Term, which proposal notice shall not have expired or been withdrawn, (B) specify the Merger Agreement shall have been terminated by Parent pursuant Library Compound with respect to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at which Amgen desires to exercise the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderLibrary Compound Exclusivity Option. (b) Within [**] Business Days after receiving Amgen’s notice, Infinity shall notify Amgen of whether, prior to the date of receipt of Amgen’s notice, (i) [**] and [**], (ii) Infinity [**] directed to the same [**] requested by Amgen and Infinity is [**] either [**] or [**] or (iii) Infinity has [**] that specifically claims the [**] requested by Amgen and has [**] therefor. If any of the conditions described in clauses (i), (ii) or (iii) of the immediately preceding sentence exist, then Amgen shall not be permitted to exercise the Library Compound Exclusivity Option with respect to such Library Compound; provided that if the condition(s) that make such Library Compound unavailable later cease to exist at any time within five (5) years after the end of the Exclusivity Option Term, Infinity shall promptly notify Amgen in writing of such cessation and Amgen shall thereupon have the right to exercise the Library Compound Exclusivity Option with respect to such Library Compound in accordance with this Section 3.6. 1. In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date none of the Noticeconditions described in clauses (i), (ii) for or (iii) of this Section 3.6.1 (b) exist, then Infinity shall disclose to Amgen a [**] in relation to the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate Library Compound(s) requested by Amgen and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatea [**]. (c) In the event the Option Securities are acquired by Purchaser pursuant If Infinity does not notify Amgen that such Library Compound is unavailable in accordance with Section 3.6.1(b) within [**] Business Days after Amgen delivered its notice to the exercise of the Securities Option (the "ACQUIRED SECURITIES") andInfinity, either before or at any time within the one-year period then Amgen shall have [**] Business Days following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from [**] day period to exercise the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased Library Compound Exclusivity Option with respect to such higher price. If Library Compound by paying to Infinity $[**] (which, together with the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and amounts specified below in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the oneSection 3.6.2 for additional Back-year period following such acquisition, an amount per share in cash equal to the excessUp Library Compounds, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer designated the “Library Compound Exclusivity Fee”). During the [**] or [**] day periods described in this Section 3.6.1(c), Infinity shall not grant any conflicting right to any Third Party or otherwise take any action inconsistent with Amgen’s exercise of same day funds its option to obtain exclusive rights to the requested Library Compound, including without limitation, filing any patent applications and conducting any research activities with such account as Stockholder shall designatecompound(s).

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but Upon not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other less than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after days’ notice to the later Company prior to the consummation of (A) the date Business Combination, at the option of expiration or termination of all HSR Act waiting periodsthe Subscriber but subject to receiving the Company’s consent pursuant to this Section 1.6(a), the Company shall issue and sell to the Subscriber, and the Subscriber shall purchase from the Company, on a private placement basis, up to 3,000,000 Private Placement Units (Bthe “Option Units”) at a purchase price of $10.00 per unit (the date “Option”), for an aggregate purchase price of removal or lifting up to $30,000,000 (the “Option Purchase Price”). The Subscriber shall pay the Option Purchase Price in accordance with the Company’s wire instructions by wire transfer of such injunction or orderimmediately available funds at least one (1) business day prior to the closing of the Option purchase, which closing shall occur immediately prior to the consummation of the Business Combination of the Company (“Option Closing Date”). The Subscriber may not exercise the Option without the Company’s prior consent. In the event the Company does not provide consent to the Subscriber’s exercise of the Option, the Option will expire without any further recourse to the Subscriber. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices The obligations of the Company to the Subscriber with respect to the Option are subject to the fulfillment, on or before the Option Closing Date, each of the following conditions: (or such other place i) the representations and warranties of the Subscriber contained in Section 2 as applicable to the parties may agree). At the closing, Stockholder Option Units shall deliver to Purchaser appropriate be true and effective instruments of transfer correct at and as of the Option SecuritiesClosing Date as though then made; (ii) the Subscriber shall have performed and complied with all agreements, against payment obligations and conditions contained in this Agreement that are required to Stockholder be performed or complied with by the Subscriber on or before the Option Closing Date; and (iii) no litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the Purchase Price, in same day funds, transactions contemplated by wire transfer to such account as Stockholder shall designatethis Agreement. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, The Stockholder hereby irrevocably grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTOption"), required for exercisable only upon the events and subject to the conditions set forth herein, to purchase any or all of the Securities upon Shares at a purchase price per share equal to $23.40 (or such exercise shall have expired or been waived and any other conditions under higher per share price as may be offered by Purchaser in the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderOffer). (b) In Subject to the event that conditions set forth in Section 1.03 and the termination provisions of Section 6.07, Purchaser wishes may exercise the Option in whole or in part at any time prior to the date 60 days after the expiration or termination of the Offer (such sixtieth day being herein called the "Option Expiration Date") if (x) the Stockholder fails to comply with any of its obligations under this Agreement or withdraws the tender of the Shares except under the circumstances set forth in the proviso to Section 1.01(b) (but the Option shall not limit any other right or remedy available to the Parent or Purchaser against the Stockholder for breach of this Agreement) or (y) the Offer is not consummated because of the failure to satisfy any of the conditions to the Offer set forth in Annex A to the Merger Agreement (other than as a result of any action or inaction of the Parent or Purchaser which constitutes a breach of the Merger Agreement). Upon the occurrence of any of such circumstances, Purchaser shall be entitled to exercise the Securities Option, Option and (subject to Section 1.03) Purchaser shall send a be entitled to purchase the Shares and the Stockholder shall sell the Shares to Purchaser. Purchaser shall exercise the Option by delivering written notice thereof to the Stockholder (the "NOTICENotice") ), specifying the number of Shares to Stockholder identifying be purchased and the date, time and place for the closing of such purchase which date (shall not be less than two (2) three business days nor more than five (5) business days from the date the Stockholder receives the Notice and in no event shall such date be later than the Option Expiration Date. The closing of the Noticepurchase of Shares pursuant to this Section 1.02 (the "Closing") for shall take place on the closing of such purchasedate, which closing shall be held at the executive offices time and at the place specified in such notice; provided, that if at such date any of the Company conditions specified in Section 1.03 shall not have been satisfied (or waived), Purchaser may postpone the Closing until a date within five business days after such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of conditions are satisfied (but not later than the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateExpiration Date). (c) In At the event Closing, the Option Securities are acquired Stockholder will deliver to Purchaser (in accordance with Purchaser's instructions) the certificates representing the Shares owned by Purchaser the Stockholder and being purchased pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") andSection 1.02(c), either before duly endorsed or at any time within the one-year period following accompanied by stock powers duly executed in blank. At such acquisition, ParentClosing, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from deliver to the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by bank wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisitionimmediately available funds, an amount per share in cash equal to the excess, if any, number of Shares being purchased from the net proceeds received Stockholder as specified in the Notice multiplied by $23.40 (or such higher per share price as may be offered by Purchaser in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateOffer).

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, each Stockholder Party hereby grants to Purchaser the Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities (the "OPTION SECURITIES") right, title and interest of such Stockholder Party in and to such Stockholder Party’s Owned Shares at the Offer Price, subject a price equal to increase as set forth below (the "PURCHASE PRICE")US$7.00 per share. The Securities Parent may exercise an Option may be exercisedin whole, in whole but not in part, by written notice to Stockholder (as set forth below)if, for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offerbut only if, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Purchaser has acquired shares of Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent Common Stock pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied Offer and (ii) such Stockholder Party shall have failed to tender into the Offer any Owned Shares or shall have withdrawn the tender of any Owned Shares into the Offer. Parent may exercise an Option at any time within the 60 days following the date when such Option first becomes exercisable. (b) In the event that the Parent is entitled to and wishes to exercise an Option, the Parent shall send a written notice to the relevant Stockholder Party or Parties specifying the place and the date for the closing of such purchase, which date shall be not more than 60 days after the date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Entity is required in connection with the exercise of an Option or there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of an Option, the Securities Option pursuant to this Agreement; provided that if (i) period of time during which the date of the closing may be fixed shall be extended until the tenth day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event the Option Securities are acquired by Purchaser pursuant to the exercise closing of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of a Stockholder Party’s Owned Shares pursuant to exercise of an Option, simultaneously with the Acquired Securities has been completed at payment by the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount Parent of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant purchase price for a Stockholder Party’s Owned Shares, such Stockholder Party shall deliver, or cause to be delivered, to the exercise of Parent certificates representing such Owned Shares duly endorsed to the Securities OptionParent or accompanied by stock powers duly executed by the Company in blank, Stockholder shall be entitled to receivetogether with any necessary stock transfer stamps properly affixed, free and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") clear of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateLiens.

Option. (a) In order On the terms and subject to induce the conditions set forth herein, the Stockholders hereby grant to Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities right, title and interest of the Stockholders in and to the Permissible Number of the Stockholders’ Shares (the "OPTION SECURITIES"“Optioned Shares”) at with a price per share equal to the Offer Price. Parent may exercise the Option in whole, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below)if, for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offerbut only if, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate has acquired shares of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent common stock pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied Offer and (ii) the Stockholders have failed to tender into the Offer at least the Permissible Number of Shares or shall have withdrawn the tender of a number of Shares equal to or greater than the Permissible Number in breach of this Agreement. The Parent may exercise the Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that the Parent is entitled to and wishes to exercise the Option, the Parent shall send a written notice to Stockholders specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (60) days after the date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Entity is required in connection with the exercise of the Option or there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if Option, the period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option Securities are acquired by Purchaser purchase of Stockholders’ Optioned Shares pursuant to the exercise of the Securities Option (Option, simultaneously with the "ACQUIRED SECURITIES") andpayment by the Parent of the purchase price for Stockholders’ Optioned Shares, either before the Stockholders shall deliver, or at any time within cause to be delivered, to the one-year period following such acquisition, Parent, Purchaser or any affiliate of certificates representing the Optioned Shares duly endorsed to the Parent or Purchaser shall acquire Common Stock (accompanied by stock powers or other than from transfer documents duly executed by the Company) at a price Company in excess blank, together with any necessary stock transfer stamps properly affixed, free and clear of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseall Liens. (d) In The Parent, the event Purchaser or the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receive, deduct and Purchaser shall promptly (and in no event more than 48 hours following withhold from the consideration otherwise payable pursuant to this Section 1.6 to Stockholders such Sale) pay amounts as are required to Stockholder, upon any subsequent disposition, transfer be withheld under the Code or sale to an unaffiliated third party ("SALE") of all the Treasury Regulations thereunder or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateother Tax Law.

Option. (a) JJPRD shall have the right to exercise the Library Compound Exclusivity Option in accordance with this Section 3.6.1 with respect to each compound included in the Library Compound Pool. In order the event that JJPRD desires to induce Parent and Purchaser exercise the Library Compound Exclusivity Option with respect to enter into a compound included in the Merger AgreementLibrary Compound Pool, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by JJPRD shall give Infinity written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination desire which notice shall specify the Minimum Condition shall not have been satisfied. Notwithstanding compound with respect to which JJPRD desires to exercise the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderLibrary Compound Exclusivity Option. (b) In Within [**] Business Days after receiving JJPRD’s notice, Infinity shall notify JJPRD of whether, prior to the event date of receipt of JJPRD’s notice, (i) [**] and [**], (ii) Infinity [**]including [**] and [**] and [**] directed to the same [**] requested by JJPRD and Infinity is [**] either [**] or [**] or (iii) Infinity has [**] that Purchaser wishes specifically claims the [**] requested by JJPRD and has [**] therefor. If any of the conditions described in clauses (i), (ii) or (iii) of the immediately preceding sentence exist, then JJPRD shall not be permitted to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Library Compound Exclusivity Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer with respect to such account as Stockholder compound included in the Library Compound Pool. If Infinity does not notify JJPRD that such compound included in the Library Compound Pool is unavailable in accordance with Section 3.6.1(b) within [**] Business Days after JJPRD delivered its notice to Infinity, then JJPRD shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period have [**] Business Days following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from [**] day period to exercise the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased Library Compound Exclusivity Option with respect to such higher price. If compound included in the purchase of Library Compound Pool by paying to Infinity $[**] (which, together with the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and amounts specified below in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the oneSection 3.6.2 for additional Back-year period following such acquisition, an amount per share in cash equal to the excessUp Library Compounds, if any, shall be designated the “Library Compound Exclusivity Fee”). Upon receipt of such payment, the net proceeds received per share applicable compound included in the Sale over Library Compound Pool shall become an Exclusive Library Compound. During the Purchase Price. Any [**] or [**] day periods described in this Section 3.6.1(c), Infinity shall not grant any conflicting right to any Third Party or otherwise take any action inconsistent with JJPRD’s exercise of its option to obtain exclusive rights to the requested compound included in the Library Compound Pool, including without limitation, filing any patent applications and conducting any research activities with such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatecompound(s).

Option. (a) In order The Stockholder and each Fund hereby grant to induce Parent and Purchaser to enter into the Merger AgreementNewco (or its designee, Stockholder hereby grants to Purchaser provided such designee is an affiliate of KKR & Co.) an irrevocable option (a "SECURITIES OPTION") to purchase the Securities Subject Securities, on the terms and subject to the conditions set forth herein (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICEOption"). . (b) The Securities Option may be exercisedexercised by Newco, in as a whole but and not in part, by written notice to Stockholder (as set forth below), for a at any time during the period commencing upon the occurrence of ten (10) business days (the "10 DAY PERIOD") following termination either of the Merger Agreement or termination following events and ending on the date which is the 30th calendar day following the first to occur of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either events: (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent either the Company or Newco pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f8.1(b) or 8.01(gthereof; or (ii) the Merger Agreement shall have been terminated by the Company pursuant to Section 8.1(c) and on March 31, 1997 or thereafter there shall have been in effect any of (A) an Extending Action, (B) a condition which would permit the Merger Agreement to be terminated under Section 8.1(b) thereof or (C) at any statute, rule or regulation enjoining or prohibiting in whole or in any significant respect the consummation of the Merger, the Debt Offer or any of the transactions contemplated by the Merger Agreement or this Agreement. (c) If Newco wishes to exercise the Option, Newco shall send a written notice to the Stockholder of its intention to exercise the Option, specifying the place, and, if then known, the time of such termination and the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended date (the "HSR ACTOption Closing Date"), required for the purchase ) of the Securities upon such exercise shall have expired or been waived and any other conditions under closing (the other Antitrust Laws shall have been satisfied and (ii"Option Closing") there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities purchase. The Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods Closing Date shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case occur on the expiration of the 10 Day Period, the 10 Day Period shall fifth business day (or such longer period as may be extended until five (5required by applicable law or regulation) business days after the later of (Ai) the date of expiration or termination of all HSR Act waiting periods, on which such notice is delivered and (Bii) the date satisfaction of removal or lifting of such injunction or orderthe conditions set forth in Section 4(f). (bd) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closingOption Closing, the Stockholder and the Funds shall deliver to Purchaser appropriate and effective instruments of transfer Newco (or its designee) all of the Option SecuritiesSubject Securities by delivery of a certificate or certificates evidencing such Securities duly endorsed to Newco or accompanied by powers duly executed in favor of Newco, against payment to Stockholder of the Purchase Price, in same day funds, by wire with all necessary stock transfer to such account as Stockholder shall designatestamps affixed. (ce) In the event At the Option Securities are acquired by Purchaser Closing, Newco shall pay to the Stockholder pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to StockholderOption, by wire transfer of same day transfer, cash in immediately available funds to such the account as of the Stockholder shall designatespecified in writing no more than two days prior to the Option Closing, (i) with respect to the Subject Shares, an amount equal to the product of $20.25 and the number of Subject Shares and (ii) with respect to the Subject Warrants, an amount equal to the product of $7.75 and the number of Subject Warrants (collectively, the amount of the increase"Subject Securities Purchase Price"). (df) In The Option Closing shall be subject to the event satisfaction of each of the Option following conditions: (i) no court, arbitrator or governmental body, agency or official shall have issued any order, decree or ruling and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting the consummation of the purchase and sale of the Subject Securities are acquired by Purchaser pursuant to the exercise of the Option; (ii) any waiting period applicable to the consummation of the purchase and sale of the Subject Securities Optionpursuant to the exercise of the Option under the HSR Act shall have expired or been terminated; and (iii) all actions by or in respect of, Stockholder and any filing with, any governmental body, agency, official, or authority required to permit the consummation of the purchase and sale of the Subject Securities pursuant to the exercise of the Option shall have been obtained or made and shall be entitled to receive, in full force and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateeffect.

Option. In the event this Agreement is terminated pursuant to Section 9(c) hereof as a result of a termination of the Purchase Agreement in accordance with Section 8.01(d)(i) thereof, Parent shall have the right (a) In order to induce Parent and Purchaser to enter into but not the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION"obligation) to purchase all (but not less than all) of the Securities (the "OPTION SECURITIES") at Covered Shares, for the Offer PriceConsideration per share, subject provided Parent makes an irrevocable written election to increase as set forth below purchase all such Covered Shares (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice a “Purchase Election”) that is delivered to Stockholder Shareholder within thirty (as set forth below), for a period of ten (1030) business days (the "10 DAY PERIOD") following such termination of the Merger Purchase Agreement or termination of (the Offer“Option Period”). If Parent makes a Purchase Election during the Option Period, whichever shall first occur; PROVIDED that, prior to such termination, either Shareholder agrees (i) a Trigger Event shall have occurred or to sell the Covered Shares to Parent for the Offer Consideration per share, and (ii) not to Transfer the Covered Shares to any other Person (A) the Company shall have received a written proposal from any person other than ParentPermitted Transfers, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, in which proposal shall not have expired or been withdrawn, (B) the Merger case this Agreement shall have been terminated by bind any transferee and such transferee shall deliver to Parent and Buyer a Transfer Agreement). If Parent makes a Purchase Election during the Option Period, Shareholder and Parent shall enter into a mutually agreed customary stock purchase agreement with respect to the transfer of the Covered Shares (subject to customary conditions, including any regulatory approvals required, to the extent not previously obtained; provided that such agreement will not include any representations from Shareholder other than with respect to title to Covered Shares and authority and similar fundamental representations regarding such Shareholder’s entry into such agreement and will not include any indemnification obligations) pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition which Parent shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for promptly consummate the purchase of the Securities upon such exercise Covered Shares. If Parent does not provide written notice of its Purchase Election within the Option Period, then Parent’s rights described in this Section 5(h) shall have expired terminate and Shareholder shall be free to retain or been waived and Transfer its Covered Shares to any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderparty. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, The Stockholder hereby grants to Purchaser Parent an ------- irrevocable option (a the "SECURITIES OPTIONOption") to purchase all the Securities Subject Shares at a ------ purchase price per share (the "OPTION SECURITIESPurchase Price") at equal to the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE")Price in -------------- cash. The Securities Option may be exercisedwill become exercisable, in whole but not in part, by written notice Parent if, and only if, the Stockholder shall have breached or otherwise failed to Stockholder (as set forth below)comply with Section 3(c) and Sub shall otherwise have accepted shares of Company Common Stock for purchase pursuant to the Offer. If the Option becomes exercisable, the Option may be exercised at any time during the period commencing with the acceptance by Sub of shares of Company Common Stock for a period of ten (10) business purchase pursuant to the Offer and ending 30 days thereafter (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT------ Period"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) so long as there shall not be in effect any preliminary or permanent ------ injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided provided, however, that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) -------- ------- there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Option Period, the 10 Day Option Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser If Parent wishes to exercise the Securities Option, Purchaser shall send a it may do so by giving written notice (the date of such notice being herein called the "NOTICENotice Date") ----------- to the Stockholder identifying (in the manner set forth in Section 8(b)) specifying that all the Subject Shares are to be purchased and specifying the place, time and date (not less earlier than two (2) one business day, nor more later than five (5) 10 business days days, from the date of the NoticeNotice Date) for the closing of such purchase, which closing shall be held at the executive offices purchase of the Company (or Subject Shares by Parent pursuant to such other place as exercise. Such notice may be given prior to the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer commencement of the Option Securities, against payment to Stockholder of Period if the Purchase Price, Option shall have become exercisable as provided in same day funds, by wire transfer to such account as Stockholder shall designateSection 4(a). (c) In the event the Option Securities are acquired Parent represents that any Subject Shares purchased by Purchaser Parent pursuant to the exercise Option will be acquired for investment only and not with a view to any public distribution thereof, and Parent will not offer to sell or otherwise dispose of any Subject Shares so acquired by it in violation of the registration requirements of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseAct. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order Subject to induce Parent the terms and Purchaser to enter into the Merger conditions set forth in this Agreement, Stockholder each of the Stockholders hereby grants to Purchaser Parent an irrevocable option (a the "SECURITIES OPTIONOption") to purchase (i) the Securities number of Shares set forth next to such Stockholder's name on Exhibit A hereto (as adjusted as set forth herein) and any other Shares owned by such Stockholder beneficially or acquired after the date of this Agreement, at a purchase price of $19.00 (as adjusted as set forth herein) per Share (the "OPTION SECURITIES") at the Offer Purchase Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In The Option may be exercised by Parent, in whole at any time prior to the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice earlier of (the "NOTICE"i) to Stockholder identifying the date upon which the Effective Time (not less than two as defined in the Merger Agreement) occurs and (2ii) nor more than five (5) the date fifteen business days from after the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices termination of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateMerger Agreement. (c) In the event that Parent wishes to exercise the Option, it shall send to the Stockholders a written notice (the date of each such notice being herein referred to as a "Notice Date") to that effect, which notice also specifies a date not earlier than three business days nor later than 30 business days from the Notice Date for the closing of such purchase (an "Option Securities are acquired by Purchaser Closing Date"); provided, however, that (i) if the closing of a purchase and sale pursuant to the Option (an "Option Closing") cannot be consummated by reason of any applicable judgment, decree, order, law or regulation, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which the restriction on consummation has expired or been terminated and (ii) without limiting the foregoing, if prior notification to or approval of any regulatory authority is required in connection with the purchase, Parent and the Stockholders shall promptly file the required notice or application for approval and shall cooperate in the expeditious filing of such notice or application, and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (A) any required notification period has expired or been terminated or (B) any required approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. Each of Parent and the Stockholders agrees to use commercially reasonable efforts to cooperate with and provide information to the other, for the purpose of any required notice or application for approval. Any exercise of the Securities Option (shall be deemed to occur on the "ACQUIRED SECURITIES") and, either before or Notice Date relating thereto. The place of any Option Closing shall be at any time within the one-year period following such acquisition, offices of Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price0X Xxxxxx, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at Xx Xxxx, MN 55133 and the time of such increase, Stockholder the Option Closing shall be entitled to receive, and Purchaser shall promptly 10:00 a.m. (and in no event more than 48 hours following such increaseCentral Time) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, on the amount of the increaseapplicable Option Closing Date. (d) At any Option Closing, Parent shall pay to each Stockholder in immediately available funds by wire transfer to a bank account designated in writing by such Stockholder an amount equal to the Purchase Price multiplied by the number of Shares being delivered by such Stockholder; provided, that failure or refusal of any Stockholder to designate a bank account shall not preclude Parent from exercising the Option, in whole or in part. (e) At any Option Closing, simultaneously with the delivery of immediately available funds as provided above, each Stockholder shall deliver to Parent a certificate or certificates representing its pro rata portion of the Shares to be purchased at such Option Closing, which Shares shall be free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. (f) In the event of any change in the Option Securities are acquired Company Common Shares by Purchaser pursuant reason of a stock dividend, split-up, merger, recapitalization, combination, exchange of shares or similar transaction, the type and number of Shares subject to the Option, and the Purchase Price therefor, shall be adjusted appropriately, so that Parent shall receive upon exercise of the Securities Option, Stockholder shall be entitled to receive, Option the number and Purchaser shall promptly (and class of shares or other securities or property that Parent would have received in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion respect of the Acquired Securities within Option Shares if the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds Option had been exercised immediately prior to such account event or the record date therefor, as Stockholder shall designateapplicable.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but Upon not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other less than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after days’ notice to the later Company prior to the consummation of (A) the date Business Combination, at the option of expiration or termination of all HSR Act waiting periodsthe Subscriber, the Company shall issue and sell to the Subscriber, and the Subscriber shall purchase from the Company, on a private placement basis, up to 3,000,000 Private Placement Units (Bthe “Option Units”) at a purchase price of $10.00 per unit (the date “Option”), for an aggregate purchase price of removal or lifting up to $30,000,000 (the “Option Purchase Price”). The Subscriber shall pay the Option Purchase Price in accordance with the Company’s wire instructions by wire transfer of such injunction or orderimmediately available funds at least one (1) business day prior to the closing of the Option purchase, which closing shall occur immediately prior to the consummation of the Business Combination of the Company (“Option Closing Date”). (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices The obligations of the Company to the Subscriber with respect to the Option are subject to the fulfillment, on or before the Option Closing Date, each of the following conditions: (or such other place i) the representations and warranties of the Subscriber contained in Section 2 as applicable to the parties may agree). At the closing, Stockholder Option Units shall deliver to Purchaser appropriate be true and effective instruments of transfer correct at and as of the Option SecuritiesClosing Date as though then made; (ii) the Subscriber shall have performed and complied with all agreements, against payment obligations and conditions contained in this Agreement that are required to Stockholder be performed or complied with by the Subscriber on or before the Option Closing Date; and (iii) no litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the Purchase Price, in same day funds, transactions contemplated by wire transfer to such account as Stockholder shall designatethis Agreement. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder each Shareholder hereby grants to each of Parent and Purchaser an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities (the "OPTION SECURITIES") right, title and interest of such Shareholder in and to such Shareholder’s Owned Shares at a price per share equal to the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE")Price but not less than $16.75 per share. The Securities Parent or Purchaser, as the case may be, may exercise an Option may be exercisedin whole, in whole but not in part, by written notice to Stockholder (as set forth below)if, for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offerbut only if, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Purchaser has acquired all shares of Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent Common Stock validly tendered pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied Offer and (ii) such Shareholder shall have failed to tender into the Offer any Owned Shares or shall have withdrawn the tender of any Owned Shares into the Offer. (b) In the event that Parent or Purchaser is entitled to and wishes to exercise an Option, Parent or Purchaser shall send a written notice to the relevant Shareholder or parties prior to the termination of this Agreement specifying the place and the date for the closing of such purchase, which date shall be not less than three business days and not more than five business days after the date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Entity is required in connection with the exercise of an Option or there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of an Option, the Securities Option pursuant to this Agreement; provided that if (i) period of time during which the date of the closing may be fixed shall be extended until the tenth day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option Securities are acquired by Purchaser purchase of a Shareholder’s Owned Shares pursuant to the exercise of an Option, simultaneously with the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of payment by Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Pricepurchase price for a Shareholder’s Owned Shares, then such Shareholder shall deliver, or cause to be delivered, to Parent or Purchaser certificates representing such Owned Shares duly endorsed to Parent or Purchaser or accompanied by stock powers duly executed by the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increaseCompany in blank, Stockholder shall be entitled to receivetogether with any necessary stock transfer stamps properly affixed, free and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") clear of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateLiens.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder each Shareholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities (the "OPTION SECURITIES") right, title and interest of such Shareholder in and to such Shareholder’s Covered Shares at a price equal to the Offer Price. Parent may exercise an Option in whole, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below)if, for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offerbut only if, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate has acquired shares of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent Common Stock pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied Offer and (ii) such Shareholder shall have failed to tender into the Offer any Covered Shares or shall have withdrawn the tender of any Covered Shares into the Offer. Parent may exercise an Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that Parent is entitled to and wishes to exercise an Option, Parent shall send a written notice to the relevant Shareholder(s) specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (60) days after the date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Entity is required in connection with the exercise of an Option or there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of an Option, the Securities Option pursuant to this Agreement; provided that if period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event the Option Securities are acquired by Purchaser pursuant to the exercise closing of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of a Shareholder’s Covered Shares pursuant to exercise of an Option, simultaneously with the Acquired Securities has been completed at payment by the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount Parent of the increasepurchase price for a Shareholder’s Covered Shares, such Shareholder shall deliver, or cause to be delivered, to the Purchaser certificates representing such Covered Shares duly endorsed to the Parent or accompanied by stock powers or other transfer documents duly executed by the Company in blank, together with any necessary stock transfer stamps properly affixed, free and clear of all Encumbrances. (d) In Parent, Purchaser or the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receivededuct and withhold from the consideration otherwise payable pursuant to this Section 4 to a holder of Covered Shares such amounts as are required to be withheld under the Code, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Acquired Securities within the one-year period following Covered Shares in respect of which such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatededuction and withholding was made.

Option. (a) In order On the terms and subject to induce the conditions set forth herein, each Shareholder hereby grants to each of Parent and Purchaser Acquisition Co. an irrevocable option to enter into purchase all of the right, title and interest of such Shareholder in and to such Shareholder’s Owned Shares, as well as any other shares of Company Common Stock Beneficially Owned by the Shareholder after the date hereof, at a price per share equal to the Per-Share Amount (as defined in the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES"“Option”) at any one time after the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder Closing Date (as set forth below), for a period defined in the Merger Agreement) and until the earlier of ten (10a) business days immediately following the Closing Date (as defined in the "10 DAY PERIOD"Merger Agreement) following and (b) the termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of in accordance with its terms. The Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Co., as amended (the "HSR ACT")case may be, required for the purchase of the Securities upon such may exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall an Option in whole, but not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderpart. (b) In the event that Purchaser wishes Parent or Acquisition Co. desires to exercise the Securities an Option, Purchaser Parent or Acquisition Co. shall send a written notice (in accordance with Section 12(e) hereof to the "NOTICE") relevant Shareholder or parties prior to Stockholder identifying the termination of this Agreement specifying the place and the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing date may be the date of the notice and shall be held at not more than three business days after the executive offices date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Body is required in connection with the exercise of an Option or there shall be in effect any preliminary or final injunction or other order issued by any Governmental Body prohibiting the exercise of an Option, the period of time during which the date of the Company closing may be fixed shall be extended until the fifth business day following the last date on which all required approvals shall have been obtained, all required waiting periods shall have expired or been terminated and any such prohibition shall have been vacated, terminated or waived; provided further that (x) in no event shall notice of such purchase be given after the termination of this Agreement pursuant to paragraph (ii) of Section 11 and (y) in no event such purchase be consummated after the termination of this Agreement pursuant to paragraph (i), (iii), (iv) or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments (v) of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateSection 11. (c) In At the event the Option Securities are acquired by Purchaser pursuant to the exercise closing of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of a Shareholder’s Owned Shares pursuant to exercise of an Option, simultaneously with the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, payment by wire transfer of same day funds to such account as Stockholder shall designate, the amount Parent or Acquisition Co. of the increasepurchase price for a Shareholder’s Owned Shares, such Shareholder shall deliver, or cause to be delivered, to Parent or Acquisition Co. certificates representing such Owned Shares duly endorsed to Parent or Acquisition Co. or accompanied by stock powers duly executed by the Shareholder in blank, together with any necessary stock transfer stamps properly affixed, free and clear of all liens. (d) In Notwithstanding the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Optionforegoing, Stockholder shall be entitled to receive, and Purchaser shall promptly (at no time and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion shall the shares of the Acquired Securities within Company’s capital stock subject to this Section 4 exceed the one-year period following such acquisitionMaximum Restricted Amount. In the event that the total number of Owned Shares exceeds the Maximum Restricted Amount, an amount per share then Acquisition Co., in cash equal to the excessits sole and absolute discretion, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall determine which Owned Shares shall be made by wire transfer of same day funds subject to such account as Stockholder shall designatethis Section 4.

Option. (a) In order to induce Parent and Purchaser to enter into Upon the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either earliest time that (i) a Trigger Event shall have occurred BCLC delivers an OSA Termination Notice to the Landlord pursuant to Section 5(a) above, or (ii) BCLC receives an Option Period Notice or Lease Termination Notice pursuant to Section 5(c) above, then BCLC shall have the exclusive and irrevocable option to assume the Lease (the “Option”), which Option is exercisable within 30 Business Days (the “Option Period”) of the earliest of BCLC’s receipt of the Option Period Notice or the Lease Termination Notice or BCLC’s delivery of the OSA Termination Notice, as applicable. If BCLC wishes to exercise the Option, then: (i) within the Option Period, BCLC must deliver to the Landlord and the Tenant written notice (the “BCLC Exercise”) that it has irrevocably exercised its Option; and (ii) within 30 Business Days the BCLC Exercise, BCLC and Landlord shall enter into an assumption agreement in favour of the Landlord (the date of such agreement being the “Assumption Date”), assigning the Lease to BCLC and confirming that BCLC agrees to be bound by all terms of the Lease arising in the period from and after the Assumption Date, provided that (other than as set out below) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal it shall not have expired be a condition that defaults under the Lease shall be cured concurrently or been withdrawnprior to such assumption becoming effective, and (B) neither BCLC nor any Permitted Assignee shall be liable for any act or omission of the Merger Agreement Tenant, nor any default of the Tenant under the Lease occurring prior to the Assumption Date, including without limitation a Monetary Default, nor subject to any set-offs or defences which the Landlord might have against the Tenant, and the Landlord shall have been terminated by Parent pursuant to Section 8.01(b)provide BCLC and any Permitted Assignee with a release of such acts, 8.01(d)(ii), 8.01(f) or 8.01(g) omissions and defaults; and (C) at the time of Tenant shall remain solely liable to the Landlord for all such termination defaults, acts, omissions occurring prior to the Minimum Condition shall not have been satisfiedAssumption Date. Notwithstanding the foregoing, (1) BCLC acknowledges and agrees that upon the Securities delivery of the BCLC Exercise, it shall be obligated to the Landlord to pay all Rents and applicable Sales Tax accruing under the Lease from and after the BCLC Exercise (and not only from and after the Assumption Date); and (2) nothing in this clause (ii) of Section 6(a) shall negate or limit Landlord’s rights under Section 2 hereof. (b) Landlord will not terminate the Lease prior to or during the Option Period, and BCLC may not exercise, or continue to exercise, the Step In Remedy during the Option Period and, if it exercises the Option, until the Assumption Date. (c) At any time following the Assumption Date, BCLC shall be exercised until: permitted to designate a Permitted Assignee, and such Permitted Assignee shall, on the assumption of the lease by such Permitted Assignee (the “Lease Assumption Date”) enter into: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required a new operating services agreement with BCLC for the purchase balance of the Securities upon such exercise term of the Tenant OSA, on substantially the same terms as the Tenant OSA, which shall have expired or been waived thereafter be the Tenant OSA for the purposes of the New Tri Party Agreement and any other conditions under the other Antitrust Laws shall have been satisfied and Lease; (ii) there an assumption agreement in favour of the Landlord, agreeing to be bound by all terms of the Lease arising in the period from and after the Lease Assumption Date; provided that (except as set forth in clause (ii) of Section 6(a) above) (A) it shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting a condition that defaults under the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there Lease shall be in effect any cured concurrently or prior to such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periodsassumption becoming effective, and (B) neither BCLC nor any Permitted Assignee shall be liable for any act or omission of the date Tenant, nor any default of removal the Tenant under the Lease occurring prior to the Assumption Date, including without limitation a Monetary Default, nor subject to any set-offs or lifting defences which the Landlord might have against the Tenant and the Landlord shall provide BCLC and any Permitted Assignee with a release of all such injunction or order. acts, omissions and defaults; (bC) In the event that Purchaser wishes Tenant shall remain solely liable to exercise the Securities OptionLandlord for all such defaults, Purchaser acts, omissions occurring prior to the Assumption Date; and (D) the Permitted Assignee shall send a written notice (be solely liable to the "NOTICE") to Stockholder identifying Landlord for all obligations under the date (not less than two (2) nor more than five (5) business days from Lease after the date of the Notice) for assumption, and the closing Landlord shall provide BCLC with a release of all such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateobligations. (ciii) In an agreement, on the event same terms and conditions as this Agreement (a “New Tri Party Agreement”), with each of the Option Securities are acquired by Purchaser pursuant Landlord and BCLC which Agreement shall govern (and replace this Agreement) with respect to the exercise of period from and after (but not prior to) the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseLease Assumption Date. (d) In the event If BCLC does not exercise the Option Securities are acquired by Purchaser pursuant to within the exercise Option Period, then BCLC will remove the BCLC Property from the Premises within 30 Business Days of the Securities Optionearlier of: (i) the date of termination set out in the OSA Termination Notice, Stockholder shall be entitled to receive, and Purchaser shall promptly or (and in no event more than 48 hours following such Saleii) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion the end of the Acquired Securities within the one-year period following such acquisitionOption Period, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateapplicable.

Option. (a) In order The Stockholder and the Individual hereby grant to induce Parent and Purchaser to enter into Newco (or its designee, provided such designee is an affiliate of the Merger Agreementcontrolling stockholders of Newco), Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities Subject Shares, on the terms and subject to the conditions set forth herein (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICEOption"). . (b) The Securities Option may be exercisedexercised by Newco, in as a whole but and not in part, by written notice to Stockholder (as set forth below), for a at any time during the period commencing upon the occurrence of ten (10) business days (the "10 DAY PERIOD") following termination any of the Merger Agreement or termination following events and ending on the date which is the 90th calendar day following the first to occur of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either events: (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent either the Company or Newco pursuant to Section 8.01(b8.1(b) or (c) thereof (other than a termination by the Company pursuant to Section 8.1(c), 8.01(d)(iiwhich was based on an actual material breach by Newco of its obligations under the Merger Agreement (a "Newco Breach Termination")); (ii) the Merger Agreement shall have been terminated by Newco pursuant to Section 8.1(d) thereof; or (iii) the Merger Agreement shall have been terminated by the Company pursuant to Section 8.1(e) thereof. (c) If Newco wishes to exercise the Option, 8.01(f) or 8.01(g) Newco shall send a written notice to the Stockholder and (C) at the Individual of its intention to exercise the Option, specifying the place, and, if then known, the time of such termination and the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended date (the "HSR ACTOption Closing Date"), required for the purchase ) of the Securities upon such exercise shall have expired or been waived and any other conditions under closing (the other Antitrust Laws shall have been satisfied and (ii"Option Closing") there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities purchase. The Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods Closing Date shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case occur on the expiration of the 10 Day Period, the 10 Day Period shall fifth business day (or such longer period as may be extended until five (5required by applicable law or regulation) business days after the later of (Ai) the date of expiration or termination of all HSR Act waiting periods, on which such notice is delivered and (Bii) the date satisfaction of removal or lifting of such injunction or orderthe conditions set forth in Section 4(f). (bd) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closingOption Closing, the Stockholder and the Individual shall deliver to Purchaser appropriate and effective instruments of transfer Newco (or its designee) all of the Option SecuritiesSubject Shares by delivery of a certificate or certificates evidencing such Subject Shares duly endorsed to Newco or accompanied by powers duly executed in favor of Newco, against payment to Stockholder of the Purchase Price, in same day funds, by wire with all necessary stock transfer to such account as Stockholder shall designatestamps affixed. (ce) In the event At the Option Securities are acquired by Purchaser Closing, Newco shall pay to the Stockholder pursuant to the exercise of the Securities Option, by wire transfer, cash in immediately available funds to the account of the Stockholder (such account to be specified in writing at least two days prior to the Option Closing, an amount equal to the product of $9.83 and the number of Subject Shares (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Subject Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase"). (df) In The Option Closing shall be subject to the event satisfaction of each of the Option Securities are acquired by Purchaser following conditions: (i) no court, arbitrator or governmental body, agency or official shall have issued any order, decree or ruling and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting the consummation of the purchase and sale of the Subject Shares pursuant to the exercise of the Securities Option; (ii) any waiting period applicable to the consummation of the purchase and sale of the Subject Shares pursuant to the exercise of the Option under the HSR Act shall have expired or been terminated; and (iii) all actions by or in respect of, and any filing with, any governmental body, agency, official, or authority required to permit the consummation of the purchase and sale of the Subject Shares pursuant to the exercise of the Option shall have been obtained or made and shall be in full force and effect. (g) Newco hereby agrees that, in the event that it purchases the Subject Shares pursuant to the Option, Stockholder as promptly as practicable thereafter, Newco will make a tender offer for the remaining shares of Company Common Stock to the stockholders of the Company (the consummation of which shall be entitled subject only to receivethe condition that no court, arbitrator or governmental body, agency or official shall have issued any order, decree or ruling and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting the consummation of such tender offer) pursuant to which the stockholders of the Company (other than the Company, any direct or indirect subsidiary of the Company or Newco) will receive an amount of cash consideration per share of Company Common Stock equal to $16.50, and Purchaser shall promptly (and will take such actions as may be necessary or appropriate in no event more than 48 hours following order to effectuate such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of tender offer at the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateearliest practicable time.

Option. 3,000,000 of the Shares shall be subject to EESTECH’s Repurchase Option (a) the "Unreleased Shares"). In order the event the PROVIDER ceases to induce Parent and Purchaser to enter into the Merger Agreementbe an employee, Stockholder hereby grants to Purchaser an irrevocable option consultant, advisor, officer or director of EESTECH (a "SECURITIES OPTIONService Provider") due to purchase resignation or termination with just cause, EESTECH shall, from such time (as determined by EESTECH in its discretion), have the Securities right, but not the obligation (the "OPTION SECURITIESRepurchase Option") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten 90 days from the date the PROVIDER ceases to be a Service Provider, to repurchase any of the Unreleased Shares which have not yet been released from the Repurchase Option pursuant to Section 3.3.1 at a price per share equal to the lesser of (10x) business days the fair market value of the shares at the time the Repurchase Option is exercised, as determined by XXXXXXX’s board of directors and (y) the purchase price for the shares or $0.10 cent per share (the "10 DAY PERIODRepurchase Price") following termination ). The Repurchase Option shall be exercised by EESTECH by delivering written notice to the PROVIDER or, in the event of the Merger Agreement or termination of PROVIDER’s death, the OfferPROVIDER’s executor and, whichever shall first occur; PROVIDED thatat EESTECH’s option, prior to such termination, either (i) by delivering to the PROVIDER or the PROVIDER’s executor a Trigger Event shall have occurred or check in the amount of the aggregate Repurchase Price, (ii) by canceling an amount of the PROVIDER’s indebtedness to EESTECH equal to the aggregate Repurchase Price, or (Aiii) the Company shall have received by a written proposal from any person other than Parent, Purchaser or any affiliate combination of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting such that the exercise combined payment and cancellation of indebtedness equals the aggregate Repurchase Price. Upon delivery of such notice and the payment of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods aggregate Repurchase Price, EESTECH shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on become the expiration legal and beneficial owner of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration Unreleased Shares being repurchased and all rights and interests therein or termination of all HSR Act waiting periodsrelating thereto, and (B) EESTECH shall have the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes right to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate retain and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateits own name the number of Unreleased Shares being repurchased by XXXXXXX. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, The Stockholder hereby irrevocably grants to Purchaser Merger Subsidiary an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIESOPTION") at ), exercisable only upon the Offer Price, events and subject to increase as the conditions set forth below herein, to purchase all of the Shares at a purchase price per share equal to $9.00 (the "PURCHASE EXERCISE PRICE"). The Securities . (b) Subject to the conditions set forth in Section 2.02 hereof and the termination provisions of Section 5.07 hereof, Merger Subsidiary may exercise the Option may be exercised, in whole but not in part, by written notice at any time prior to Stockholder (as set forth below), for a period of ten (10) business the date 60 days (after the "10 DAY PERIOD") following expiration or termination of the Merger Agreement (such sixtieth day being herein called the "OPTION EXPIRATION DATE") if (x) the Stockholder fails to comply with any of its obligations under this Agreement (but the Option shall not limit any other right or termination remedy available to the Parent or Merger Subsidiary against the Stockholder for breach of the Offerthis Agreement), whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (iiy) (A) the Company shall have received a written proposal from any person Merger is not consummated because of the failure to satisfy the conditions to the Merger set forth in Article VIII of the Merger Agreement (other than Parentas a result of a failure of the conditions set forth in any of Sections 8.1(b), Purchaser 8.1(c), 8.1(d), 8.1(e), 8.2(d), 8.3(a), 8.3(b), 8.3(c) or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, 8.3(e) thereof to be satisfied) and (B) the Merger Agreement shall have has been terminated by Parent pursuant to Section 8.01(bSections 9.1(a), 8.01(d)(ii9.1(b), 8.01(f9.1(d), 9.1(h), 9.1(i) (other than solely as a result of a breach by Parent) or 8.01(g9.1(j) and (Cother than solely as a result of an untrue representation or warranty of Parent) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderthereof. (bc) In Upon the event that Purchaser wishes occurrence of any of such circumstances, Merger Subsidiary shall be entitled to exercise the Securities Option, Purchaser Option and (subject to Section 2.02 hereof) Merger Subsidiary shall send a be entitled to purchase the Shares and the Stockholder shall sell the Shares to Merger Subsidiary. Merger Subsidiary shall exercise the Option by delivering written notice thereof to the Stockholder (the "NOTICE") to Stockholder identifying ), specifying the date, time and place for the closing of such purchase which date (shall not be less than two (2) three business days nor more than five (5) business days from the date of the Notice) for Stockholder receives the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (Notice and in no event more shall such date be later than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount Option Expiration Date. The closing of the increasepurchase of Shares pursuant to this Section 2.01 (the "CLOSING") shall take place on the date, at the time and at the place specified in the Notice; provided, that if at such date any of the conditions specified in Section 2.02 hereof shall not have been satisfied (or waived), Merger Subsidiary may postpone the Closing until a date within five business days after such conditions are satisfied (but not later than the Option Expiration Date). (d) In At the event Closing, the Option Securities are acquired Stockholder will deliver to Merger Subsidiary (in accordance with Merger Subsidiary's instructions) the certificates representing the Shares, duly endorsed or accompanied by Purchaser pursuant stock powers duly executed in blank, free and clear of all mortgages, liens, pledges, charges, security interests, encumbrances, hypothecations, adverse rights, interests, or claims of any nature whatsoever ("LIENS"). At such Closing, Merger Subsidiary shall deliver to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, by bank wire transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisitionimmediately available funds, an amount per share in cash equal to the excess, if any, number of Shares multiplied by the net proceeds received per share in the Sale over the Purchase Exercise Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. The Optionor hereby grants to the Optionee, subject to the Net Smelter Royalty reserved to the Optionor, the sole and exclusive right and option (the "Option") to earn a 100% interest in the Property exercisable as follows: (a) In order to induce Parent and Purchaser to enter into the Merger AgreementOn or before August 1, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either 2013: (i) a Trigger Event The Optionee shall have occurred or incur Expenditures of $100,000 USD on the property; (ii) (A) The Optionee shall pay $20,000 USD to the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order.Optionor; (b) In On or before August 1, 2014: (i) Optionee shall incur Expenditures of $100,000 USD on the event that Purchaser wishes Property in addition to exercise the Securities Option, Purchaser expenditures referred to in clause (a)(i); (ii) The Optionee shall send a written notice (pay $20,000 USD to the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate.Optionor; (c) In On or before August 1, 2015: (i) The Optionee shall incur Expenditures of $150,000 USD on the event the Option Securities are acquired by Purchaser pursuant Property in addition to the exercise expenditures referred to in clauses (a)(i) and (b)(i) hereof; and (ii) The Optionee shall pay $30,000 USD to the Optionor; (d) On or before August 1, 2016: (i) The Optionee shall incur Expenditures of $200,000 USD on the Securities Property in addition to the expenditures referred to in clauses (a)(i), (b)(i) and (c)(i) hereof; and (ii) The Optionee shall pay $40,000 USD to the Optionor (e) On or before August 1, 2017: (i) The Optionee shall incur Expenditures of $250,000 USD on the Property in addition to the expenditures referred to in clauses (a)(i), (b)(i),(c)(i) and (d)(i) hereof; and (ii) The Optionee shall pay $50,000 USD to the Optionor Following which the Optionee shall be deemed to have exercised the Option (the "ACQUIRED SECURITIESExercise Date") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder and shall be entitled to receivean undivided 100% right, title and Purchaser interest in and to the Property with the full right and authority to equip the Property for production and operate the Property as a mine subject to the rights of the Optionor to receive the NSR. The Optionor and Optionee understand and confirm that all Expenditures incurred in a particular period, including any excess in the amount of Expenditures required to be incurred to maintain the Option during such period, shall promptly be carried over and included in the aggregate amount of Expenditures for the subsequent period. Notwithstanding paragraphs (a)(i), (b)(i), (c)(i), (d)(i) and (e)(i) if the Optionee has not incurred the requisite Expenditures to maintain its option in no event more than 48 hours following such increase) good standing prior to August l, of any given year, the Optionee may pay to Stockholder, by wire transfer the Optionor within 60 days following the expiry of same day funds to such account as Stockholder shall designateperiod, the amount of the increasedeficiency and such amount shall thereupon be deemed to have been Expenditures incurred by the Optionee during such period. (df) In the event the Option Securities are acquired This Agreement may be amended, supplemented or modified from time to time only by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share a written document executed in the Sale over same manner as this Agreement. (g) All figures are United States Dollars (USD). (h) The doing of any act or the Purchase Price. Any such payment incurrence of any cash payments by the Optionee shall be made by wire transfer of same day funds not obligate the Optionee to such account as Stockholder shall designatedo any further acts or make any further payments.

Option. Provided Tenant is not in default hereunder, Tenant shall ------ have an option to extend the Term of this Lease for one (a1) In order additional period (referred to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a herein as "SECURITIES OPTIONExtension Term") of three (3)years; such Extension Term (if the option to purchase extend is exercised) shall commence on the Securities (first day following the "OPTION SECURITIES") expiration of the Primary Term of this Lease and Tenant's option to extend the Term of this Lease are contingent upon the following conditions being satisfied: 2.2.1 Tenant shall not be in default under the terms and conditions of this Lease at the Offer Pricetime Tenant elects to exercise such option, subject to increase as set forth below (and on the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by date upon which such option becomes effective; and 2.2.2 Tenant shall have given written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination Landlord of the Merger Agreement or termination exercise of such option no less than one hundred eighty (180) days prior to the expiration of the OfferPrimary Term. It is understood and agreed that time is of the essence in all provisions of this Lease. Further, whichever if Tenant fails to timely exercise the option to extend, then such option and rights to extend the Term of this Lease shall first occur; PROVIDED thatbe null, prior void and of no force and effect. 2.2.3 In the event Tenant effectively exercises such option to such terminationextend the Term of this Lease, either (i) a Trigger Event then all of the terms and provisions of this Lease applicable during the Primary Term hereof shall have occurred or (ii) (A) likewise be applicable during the Company shall have received a written proposal from any person other than ParentExtension Term, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised untilexcept: (i) all waiting periods under after the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase expiration of the Securities upon such exercise Extension Term (if the option to extend the Term is exercised) Tenant shall have expired or been waived and any other conditions under no further rights to extend the other Antitrust Laws shall have been satisfied Term of this Lease, and (ii) there the Rent (as herein defined) which shall not be due and payable, in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise advance, for each month of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there Extension Term shall be in effect any such injunction or order, in each case on Ten Thousand and No/100 Dollars ($10,000.00) multiplied by a fraction the expiration numerator of which is the Index Number of the 10 Day PeriodConsumer Price Index (as defined below) for April, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods2002, and (B) the date denominator of removal or lifting of such injunction or order. (b) In which is the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date Index Number of the NoticeConsumer Price Index for April, 1999. "CPI," as that term is used herein, means the Consumer Price Index For All Urban Consumers (Houston, Texas) for the closing of such purchase, which closing shall be held at the executive offices of the Company Bureau of Labor Statistics of the U.S. Department of Labor (or such other place as the parties may agreefor which 1982-1984 is 100). At "Bureau" shall mean the closingU.S. Department of Labor, Stockholder shall deliver to Purchaser appropriate and effective instruments Bureau of transfer Labor Statistics, or any successor agency of the Option Securities, against payment United States that shall issue the indexes or data referred to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatethis Article 2.2. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order to induce The Principal Shareholder hereby irrevocably grants Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a the "SECURITIES OPTIONOption") to purchase all of the Securities Shares at a purchase price per share equal to $48.50 (as adjusted pursuant to Section 1.3(e), the "OPTION SECURITIESOption Price") at on the Offer Price, terms and subject to increase as the conditions set forth below in this Section 1.3. (b) Subject to the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as conditions set forth belowin Section 1.3(d), for a period of ten (10) business Parent may exercise the Option, at any time prior to the date 40 days (after the "10 DAY PERIOD") following expiration or termination of the Merger Agreement or (such 40th day being herein called the "Option Expiration Date") if the Merger Agreement is terminated pursuant to a "Triggering Termination." For purposes of this Agreement, a "Triggering Termination" means a termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent (x) pursuant to Section 8.01(b8.01(g) or (y) as a result of a breach by the Principal Shareholder of its obligations under Section 1.1 or Section 3.4 hereof in any material respect. Parent shall exercise the Option by delivering written notice thereof to the Principal Shareholder (the "Notice"), 8.01(d)(iispecifying the date, time and place for the closing of such purchase which date shall not be less than three business days nor more than five business days from the date Parent provides the Notice (the "Option Closing"), 8.01(f) or 8.01(g) . The Option Closing shall take place on the date and (C) at the time and place specified in such notice; PROVIDED, that if at such time any of such termination the Minimum Condition conditions specified in Section 1.3(d) shall not have been satisfied (or waived), Parent may postpone the Option Closing (but in no event for more than 90 days) until a date within five business days after such conditions are satisfied. Notwithstanding Upon the foregoingexercise of the Option (and subject to the satisfaction of the conditions set forth in Section 1.3(d)), Parent shall be entitled to purchase the Shares under the Option (the "Option Shares") and the Principal Shareholder shall sell the Option Shares to Parent. (c) At the Option Closing, the Securities Principal Shareholder will deliver to Parent (in accordance with Parent's instructions) the certificates representing the Option may not be exercised untilShares being purchased pursuant to this Section 1.3, duly endorsed or accompanied by stock powers duly executed in blank. At such Option Closing, Parent shall deliver to the Principal Shareholder, by bank wire transfer of immediately available funds, an amount equal to the number of Option Shares being purchased from the Principal Shareholder as specified in the Notice multiplied by the Option Price. (d) The obligation of Parent to purchase the Option Shares at the Option Closing is subject to the following conditions: (i) all the waiting periods period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the "HSR ACT"), required for the purchase and all other foreign antitrust laws covered by Section 7.01(d) of the Securities upon Merger Agreement with respect to the acquisition of such exercise Shares shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied terminated and (ii) there shall not be in effect any no preliminary or permanent injunction or other order order, decree or ruling issued by any Governmental Entity, nor any statute, rule, regulation or order promulgated or enacted by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired prohibiting, or been terminated or (ii) there shall be in effect any otherwise restraining, such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderpurchase. (be) In the event that Purchaser wishes to exercise of any change in the Securities OptionCompany's capital stock by reason of any stock dividend, Purchaser shall send a written notice (stock split, merger, consolidation, recapitalization, combination, conversion, exchange of shares, extraordinary or liquidating dividend or other change in the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices corporate or capital structure of the Company (which would have the effect of diluting or such changing Parent's rights hereunder, the number and kind of Option Shares or other place as the parties may agree). At the closing, Stockholder shall deliver securities subject to Purchaser appropriate this Agreement and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder Price shall designate. (c) In the event the Option Securities are acquired by Purchaser be appropriately and equitably adjusted so that Parent shall receive pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before that number and class of shares or at any time within the one-year period following such acquisition, Parent, Purchaser other securities or any affiliate of property that Parent or Purchaser shall acquire Common Stock (other than from Merger Subsidiary, as the Company) at a price case may be, would have received in excess respect of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser Shares purchasable pursuant to the exercise of the Securities OptionOption if such purchase had occurred immediately prior to such event. (f) If the Option is exercised and the Option Shares are acquired by Parent (or its permitted assigns), Stockholder Parent shall be entitled offer to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of purchase all or any portion outstanding shares of the Acquired Securities within the one-year period following such acquisition, an amount Company's Common Stock or effect a merger or similar business combination at a price per share in cash equal to not less than the excess, if any, of the net proceeds received price per share in paid for the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateOption Shares.

Option. (a) In order Following the later to induce Parent occur of the (i) Series A Shareholder Approval Date, (ii) Bank Approval Date, (iii) Board Approval Date and Purchaser to enter into (iv) Option Approval Date, the Merger Agreement, Stockholder hereby grants to Purchaser Investor shall have an irrevocable option (a the "SECURITIES OPTION") to purchase the Securities an additional 21,000 shares of Series A Preferred Stock (the "OPTION SECURITIESSHARES") at the Offer Price, subject to increase as set forth below for an aggregate purchase price of $21,000,000 (the "OPTION PURCHASE PRICE"). The Securities Option may be exercisedexercised by the Investor at any time, in whole but and not in part, by during the period commencing on the later to occur of the (i) Series A Shareholder Approval Date, (ii) Bank Approval Date, (iii) Board Approval Date and (iv) Option Approval Date and ending on the Expiration Date. Except as expressly provided in Section 2.02(b) hereof, exercise of the Option shall be at the Investor's sole discretion. In the event that the Investor elects to exercise the Option, the Investor shall deliver a written notice (an "OPTION EXERCISE NOTICE") to Stockholder (as that effect to the Company not later than the Expiration Date. Delivery of the Option Exercise Notice in accordance with the terms hereof shall constitute a binding agreement on the part of the Investor to purchase, and on the part of the Company to issue, sell and deliver, the Option Shares at the Option Closing on the terms and subject to the conditions set forth belowherein. The purchase of the Option Shares pursuant to the Option is referred to herein as the "OPTION PURCHASE." (b) Subject to Section 2.02(c) hereof, in the event that the Closing Price exceeds the Conversion Price on each Trading Day in a 45-Trading Day Reference Period, the Company shall have the right, at its option and election, to require the Investor to exercise the Option, in whole and not in part, and to purchase the Option Shares on the terms and subject to the conditions set forth herein. In the event that the Company elects to require the Investor to exercise the Option and to purchase the Option Shares in accordance with this Section 2.02(b), the Company shall deliver a written notice (a "MANDATORY EXERCISE NOTICE") to that effect to the Investor not later than the third Business Day after the last day of the relevant 45-Trading Day Reference Period. The Mandatory Exercise Notice shall set forth in reasonable detail the supporting data used by the Company in its determination that it has the right to require the Investor to exercise the Option. Delivery of the Mandatory Exercise Notice in accordance with the terms hereof shall constitute exercise of the Option by the Investor, and shall constitute a binding agreement on the part of the Investor to purchase, and on the part of the Company to issue, sell and deliver, the Option Shares at the Option Closing, on the terms and subject to the conditions set forth herein; PROVIDED, HOWEVER, that in the event the conditions set forth in Section 9.03 hereof are not satisfied or waived on or prior to the tenth Business Day following the delivery of the Mandatory Exercise Notice, (i) the Investor shall not be deemed to have exercised the Option, (ii) the Investor shall not be obligated to purchase the Option Shares, (iii) the Mandatory Exercise Notice shall be deemed to have been withdrawn, and (iv) the Company shall not have the right to require exercise of the Option and shall not deliver a subsequent Mandatory Exercise Notice for a period of ten (10) business 30 days (following such tenth Business Day. The Company shall not deliver a Mandatory Exercise Notice if, to the "10 DAY PERIOD") following termination knowledge of the Merger Agreement or termination of Company, the Offerconditions set forth in Section 9.04(b), whichever shall first occur; PROVIDED that, prior to such termination, either (ic) a Trigger Event shall have occurred or (iid) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall hereof cannot have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been be satisfied. Notwithstanding The Company's right to require the foregoing, Investor to exercise the Securities Option may not be exercised until: (i) all waiting periods under and purchase the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option Shares pursuant to this Agreement; provided that if (iSection 2.02(b) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall expire on, and no Mandatory Exercise Notice may be in effect any such injunction or order, in each case on the expiration of the 10 Day Perioddelivered later than, the 10 Day Period shall be extended until five (5) business days date that is 30 calendar months after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateSeries A Shareholder Approval Date. (c) In Notwithstanding anything in this Section 2.02 to the event contrary, the Company shall not require the Investor to exercise the Option Securities are acquired by Purchaser and the Investor shall not be required to purchase the Option Shares pursuant to a Mandatory Exercise Notice unless (i) the exercise Common Stock shall have been validly listed for trading on the NYSE or other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant 45-Trading Day Reference Period and on the Option Closing Date, (ii) the average daily trading volume in the Common Stock during the relevant 45-Trading Day Reference Period is at least 60% of the Securities Option (average daily trading volume in the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock for the 180-day period ending on the date of the Investment Agreement, (iii) as of the Option Closing, the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the offer and sale of shares of Series A Preferred Stock and Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for use), (iv) no Change of Control shall have occurred since the date hereof, (v) the Company shall not have breached or defaulted under this Agreement or the Certificates of Designations in any material respect, (other than from breaches or defaults that have been cured or waived prior to the Company) at a price in excess date of the Purchase Price, then Mandatory Exercise Notice) and (vi) the Purchase Price hereunder shall be increased Company is permitted to such higher price. If the purchase sell all of the Acquired Securities has been completed at Option Shares to the time of such increase, Stockholder shall be entitled Investor on the Option Closing Date under the Indenture. Notwithstanding anything in this Section 2.02 to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designatethe contrary, the amount Company may not require the Investor to exercise the Option and purchase the Option Shares pursuant to a Mandatory Exercise Notice if such exercise or purchase would: (a) violate any provision of the increaseCertificate of Incorporation or Bylaws; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries; or (d) violate any Law applicable to the Company or any of its Subsidiaries. (d) Notwithstanding anything in this Section 2.02 to the contrary, in the event (a "RESTRICTION EVENT") that an Option Exercise Notice has been delivered and the Company is prohibited from selling any Option Shares to the Investor pursuant to (A) the provisions set forth 18 in Section 4.03(a) of the Indenture (as in effect on the date hereof) or (B) under comparable provisions of any Indenture so long as such comparable provisions are not materially more restrictive than those referred to in clause (A), the Company shall not be required to sell Option Shares to the Investor at the Option Closing to the extent that the Company is prohibited from doing so pursuant to such provisions. In such event, the Investor shall have the right to (i) exercise the Option in part and purchase (a "PARTIAL PURCHASE") at the Option Closing that number of Option Shares that the Company is permitted to sell under the Indenture (as in effect on the date hereof) or (ii) withdraw the Option Exercise Notice (a "WITHDRAWAL"). In connection with any Partial Purchase, the Option Purchase Price shall be proportionately reduced to reflect the actual number of Option Shares purchased at the Option Closing. Following the Option Closing at which a Partial Purchase is completed, the Option shall remain effective with respect to the Option Shares that the Company was not permitted to sell at the Option Closing under the Indenture on the same terms and conditions set forth herein, except that the Option Purchase Price shall be proportionately reduced to reflect the number of Option Shares still subject to the Option. In the event of a Withdrawal, no Option Exercise Notice shall deemed to have been delivered hereunder, except for the Option Securities are acquired by Purchaser pursuant to the exercise purposes of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatethis Section 2.02(d).

Option. At any time prior to expiration of the Exclusivity Period, Tavex shall have the right and option (the "OPTION"), but not the obligation, which Option may be exercised by Tavex in its sole discretion by delivering notice (whether by personal delivery, courier service, certified mail, electronic means or facsimile) to TAG LUX to the domicile indicated next to TAG LUX's signature hereunder, to cause the release and discharge of xxe Liens on the Collateral by paying to TAG LUX an amount of U.S. $20'000,000.00 (TWENTY MILLION U.S. DOLLARS) (the "PAYOFF AMOUNT"), as follows: (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option CASH PAYMENT. U.S. $2'500,000.00 (a "SECURITIES OPTION"TWO MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS) to purchase the Securities in cash (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTCASH PAYMENT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there which Cash Payment shall be in effect any such injunction or order, in each case made by Tavex to TAG LUX on the expiration of same day that Tavex exercises the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order.Option; and (b) In PROMISSORY NOTES (THE "NOTES"). (i) U.S. $2'500,000.00 (TWO MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS) in principal amount of an UNSECURED promissory note made by Tavex in favor of TAG LUX, which Note shall be: [a] in the event Form of EXHIBIT A attached hereto; [b] mature six months after the Cash Payment date; [c] delivered by Tavex to TAG LUX on the same day that Purchaser wishes Tavex exercises the Option; [d] NEGOTIABLE; and [e] subject to the side letter agreement providing for acceleration of obligations and cross-default (the "SIDE LETTER") in the Form of EXHIBIT B attached hereto terms; (ii) U.S. $1'000,000.00 (ONE MILLION U.S. DOLLARS) in principal amount of an UNSECURED promissory note made by Tavex in favor of TAG LUX, which Note shall be: [a] in the Form of EXHIBIT A attached hereto; [b] mature twelve months after the Cash Payment date; [c] delivered by Tavex to TAG LUX on the same day that Tavex exercises the Option; [d] NEGOTIABLE; and [e] subject to the Side Letter; (iii) U.S. $2'000,000.00 (TWO MILLION U.S. DOLLARS) in principal amount of an UNSECURED promissory note made by Tavex in favor of TAG LUX, which Note shall be: [a] in the Form of EXHIBIT C attached hereto; [b] mature twelve months after the Cash Payment date; [c] delivered by Tavex to TAG LUX on the same day that Tavex exercises the Option; [d] NON-NEGOTIABLE AND SUBJECT TO OFFSET AS PROVIDED IN PARAGRAPH 4; and [e] subject to the Side Letter; (iv) U.S. $3'000,000.00 (THREE MILLION U.S. DOLLARS) in principal amount of an UNSECURED promissory note made by Tavex in favor of TAG LUX, which Note shall be: [a] in the Form of EXHIBIT C attached hereto; [b] mature eighteen months after the Cash Payment date; [c] delivered by Tavex to TAG LUX on the same day that Tavex exercises the Option; [d] NON-NEGOTIABLE AND SUBJECT TO OFFSET AS PROVIDED IN PARAGRAPH 4; and [e] subject to the Side Letter; (v) U.S. $4'500,000.00 (FOUR MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS) in principal amount of an SECURED promissory note made by Tavex in favor of TAG LUX, which Note shall be: [a] in the Form of EXHIBIT D attached hereto; [b] mature twenty four months after the Cash Payment date; [c] delivered by Tavex to TAG LUX on the same day that Tavex exercises the Option; [d] NEGOTIABLE; and [e] subject to the Side Letter; and (vi) U.S. $4'500,000.00 (FOUR MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS) in principal amount of an SECURED promissory note made by Tavex in favor of TAG LUX, which Note shall be: [a] in the Form of EXHIBIT D attached hereto; [b] mature thirty months after the Cash Payment date; [c] delivered by Tavex to TAG LUX on the same day that Tavex exercises the Option; [d] NEGOTIABLE; and [e] subject to the Side Letter; and On the date Tavex exercises the Option, Tavex shall deliver the Side Letter contemporaneously with its delivery of the Notes. The secured notes shall be guaranteed by a bank or other financial institution reasonably acceptable to TAG LUX and in terms reasonably acceptable to TAG LUX. If Tavex exercises the Option, TAG LUX shall accept the payments referred to above from Tavex. Upon receipt of the cash payment and Notes and other deliveries mentioned in PARAGRAPH 2, all Liens on the Collateral and the Obligations shall forever terminate, and TAG LUX shall execute on such date such documents (including public deeds granted before a notary public) and take such further actions on or after such date as reasonably requested by Tavex or the Sellers to provide for the full release and discharge of the Liens. Tavex agrees to pay all filing fees and other costs incurred in coxxxxxion with the release of the Liens. If Tavex defaults in payment of the Notes, TAG LUX may pursue all remedies that it may have at law or in equity xxxxxxx Tavex in respect of the Notes. For the avoidance of doubt, each of the Parties hereto acknowledges and agrees that the obligations of Tavex are expressly limited to the terms and conditions of the Notes, should Tavex in its sole discretion, decide to exercise the Securities Option, Purchaser shall send a written notice (and not the "NOTICE") to Stockholder identifying Obligations. TAG LUX and the date (not less than two (2) nor more than five (5) business days from the date of the Notice) Sellers hereby covenant for the closing benefit of Tavex to perform any and all actions and to enter into such purchaseagreements and/or other instruments (including public deeds granted before a notary public) as are deemed reasonably necessary and/or convenient by Tavex in order to give full effect to said release and discharge (including with respect to any mortgages or pledges held by TAG LUX). Furthermore, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver hereto agree to Purchaser appropriate act at all times on a good faith basis and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatediligently perform their respective duties and obligations hereunder. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order Subject to induce the terms and conditions set forth in this Agreement, the Stockholder hereby grants to Parent an irrevocable option (the "Option") to purchase (i) the number of Shares set forth next to the Stockholder's name on Schedule A hereto (as adjusted as set forth herein) and Purchaser any other Shares owned by the Stockholder beneficially or acquired after the date of this Agreement, at a per share purchase price equal to enter into $18.00 (the "Purchase Price"). (i) Section 8.1(e) or Section 8.1(g) of the Merger Agreement; or (ii) Section 8.1(b) or Section 8.1(f) of the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, and prior to such termination, either (i) a Trigger Event termination any Person shall have occurred made a Takeover Proposal or (ii) (A) Superior Proposal to the Company shall have received a written proposal from or its stockholders or publicly announces any person other than Parent, Purchaser Takeover Proposal or Superior Proposal relating to the Company or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) its Subsidiaries and (C) at the time of such termination such Takeover Proposal or Superior Proposal had not been withdrawn and within 60 days after any such termination any Acquisition Transaction involving the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Company or any of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws its Subsidiaries shall have been satisfied and (ii) there consummated or any Acquisition Agreement with respect to an Acquisition Transaction involving the Company or any of its Subsidiaries shall not be have been entered into. For purposes of this Agreement, each reference to "25%" in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise definition of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there term "Acquisition Transaction" shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall deemed to be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or ordera reference to "51%. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event that Parent wishes to exercise the Option, it shall send to the Stockholder a written notice (the date of each such notice being herein referred to as a "Notice Date") setting forth its irrevocable election to that effect, which notice also specifies a date not earlier than three business days nor later than 30 business days from the Notice Date for the closing of such purchase (an "Option Securities are acquired by Purchaser Closing Date"); provided, however, that (i) if the closing of a purchase and sale pursuant to the Option (an "Option Closing") cannot be consummated by reason of any applicable judgment, decree, order, law or regulation, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which the restriction on consummation has expired or been terminated and (ii) without limiting the foregoing, if prior notification to or approval of any regulatory authority is required in connection with the purchase, Parent and the Stockholder shall promptly file the required notice or application for approval and shall cooperate in the expeditious filing of such notice or application, and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (A) any required notification period has expired or been terminated or (B) any required approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. Each of Parent and the Stockholder agrees to use commercially reasonable efforts to cooperate with and provide information to the other, for the purpose of any required notice or application for approval. Any exercise of the Securities Option (shall be deemed to occur on the "ACQUIRED SECURITIES") and, either before or Notice Date relating thereto. The place of any Option Closing shall be at any time within the one-year period following such acquisition, offices of Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from which address is set forth in the Company) at a price in excess of the Purchase PriceMerger Agreement, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at and the time of such increase, Stockholder the Option Closing shall be entitled to receive, and Purchaser shall promptly 10:00 a.m. (and in no event more than 48 hours following such increaseEastern Time) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, on the amount of the increaseapplicable Option Closing Date. (d) At any Option Closing, Parent shall pay to the Stockholder in immediately available funds by wire transfer to a bank account designated in writing by the Stockholder an amount equal to the Purchase Price multiplied by the number of Shares being delivered by the -3- 4 Stockholder; provided, that failure or refusal of the Stockholder to designate a bank account shall not preclude Parent from exercising the Option, in whole or in part. (e) At any Option Closing, simultaneously with the delivery of immediately available funds as provided above, the Stockholder shall deliver to Parent a certificate or certificates representing its Shares to be purchased at such Option Closing, which Shares shall be free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. (f) In the event of any change in the Option Securities are acquired Company Common Stock by Purchaser pursuant reason of a stock dividend, split-up, merger, recapitalization, combination, exchange of shares or similar transaction, the type and number of Shares subject to the Option, and the Purchase Price therefor, shall be adjusted appropriately, so that Parent shall receive upon exercise of the Securities Option, Stockholder shall be entitled to receive, Option the number and Purchaser shall promptly (and class of shares or other securities or property that Parent would have received in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion respect of the Acquired Securities within Option Shares if the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds Option had been exercised immediately prior to such account event or the record date therefor, as Stockholder shall designateapplicable.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder hereby grants to Purchaser the Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities (the "OPTION SECURITIES") right, title and interest of Stockholder in and to Stockholder’s shares of Company Common Stock, other than Stockholder’s Non-Tender Securities, at a price per share equal to the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Parent may exercise the Option may be exercisedin whole, in whole but not in part, by if, but only if, (i) the Purchaser has acquired shares of Company Common Stock pursuant to the Offer and (ii) Stockholder has failed to tender into the Offer any shares of Company Common Stock other than Stockholder’s Non-Tender Securities or shall have withdrawn the tender of any shares of Company Common Stock other than Stockholder’s Non-Tender Securities into the Offer. The Parent may exercise the Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that the Parent is entitled to and wishes to exercise the Option, the Parent shall send a written notice to Stockholder specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (as set forth below)60) days after the date of such notice; provided that in the event that prior notification to, for a period of ten (10) business days (or approval of, any Governmental Entity is required in connection with the "10 DAY PERIOD") following termination exercise of the Merger Agreement Option or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if Option, the period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option purchase of Stockholder’s shares of Company Common Stock other than Stockholder’s Non-Tender Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (Option, simultaneously with the "ACQUIRED SECURITIES") andpayment by the Parent of the purchase price for Stockholder’s shares of Company Common Stock, either before such Stockholder shall deliver, or at any time within cause to be delivered, to the one-year period following Purchaser certificates representing such acquisition, Parent, Purchaser or any affiliate shares of Company Common Stock duly endorsed to the Parent or Purchaser shall acquire Common Stock (accompanied by stock powers or other than from transfer documents duly executed by the Company) at a price Company in excess of the Purchase Priceblank, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increasetogether with any necessary stock transfer stamps properly affixed, Stockholder shall be entitled to receive, free and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or any portion of the Acquired Securities within the one-year period following such acquisitioncharacter whatsoever (collectively, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate“Liens”).

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder each Shareholder hereby grants to each of Parent and Purchaser an irrevocable option (a the "SECURITIES OPTIONOption") to purchase all of the Securities (the "OPTION SECURITIES") right, title and interest of such Shareholder in and to such Shareholder's Owned Shares at a price per share equal to the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE")Price but not less than $16.75 per share. The Securities Parent or Purchaser, as the case may be, may exercise an Option may be exercisedin whole, in whole but not in part, by written notice to Stockholder (as set forth below)if, for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offerbut only if, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Purchaser has acquired all shares of Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent Common Stock validly tendered pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied Offer and (ii) such Shareholder shall have failed to tender into the Offer any Owned Shares or shall have withdrawn the tender of any Owned Shares into the Offer. (b) In the event that Parent or Purchaser is entitled to and wishes to exercise an Option, Parent or Purchaser shall send a written notice to the relevant Shareholder or parties prior to the termination of this Agreement specifying the place and the date for the closing of such purchase, which date shall be not less than three business days and not more than five business days after the date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Entity is required in connection with the exercise of an Option or there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of an Option, the Securities Option pursuant to this Agreement; provided that if (i) period of time during which the date of the closing may be fixed shall be extended until the tenth day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option Securities are acquired by Purchaser purchase of a Shareholder's Owned Shares pursuant to the exercise of an Option, simultaneously with the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of payment by Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Pricepurchase price for a Shareholder's Owned Shares, then such Shareholder shall deliver, or cause to be delivered, to Parent or Purchaser certificates representing such Owned Shares duly endorsed to Parent or Purchaser or accompanied by stock powers duly executed by the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increaseCompany in blank, Stockholder shall be entitled to receivetogether with any necessary stock transfer stamps properly affixed, free and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") clear of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateLiens.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder Each Seller hereby grants to Purchaser an irrevocable Buyer the option (a the "SECURITIES OPTION") to purchase the Securities number of shares of Common Stock set forth opposite such Seller's name under the caption "Option Shares" on Schedule I hereto (the "OPTION SECURITIESSHARES" and together with the Initial Closing Shares, the "SHARES") at the Offer Pricea purchase price of $56.00 per share. In addition, subject Allegiance agrees to increase as set forth below cause certain management stockholders (other than its Chairman and Chief Executive Officer or any of his transferees) to sell to Buyer a total of 852,999 shares (the "PURCHASE PRICEMANAGEMENT SHARES")) at a purchase price of $56.00 per share. The Securities When used with respect to the Option, the term "Seller" shall be deemed to include holders of Management Shares. Allegiance shall cause each such holder to execute a counterpart to this Agreement as a Seller prior to the Option may be exercised, in whole but not in part, by written notice to Stockholder Closing (as set forth defined in paragraph 5 below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In If and when exercised, the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing Option shall be held at deemed exercised with respect to all Sellers in an amount equal to the executive offices total number of Option Shares listed with respect to such Seller on Schedule I hereto multiplied by a fraction, the Company (or such other place numerator of which is the number of shares as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of which the Option Securities, against payment to Stockholder has been exercised and the denominator of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewhich is 5,000,000. (c) In To exercise the event Option, Buyer must provide written notice to Allegiance and each of the Sellers on or before November 1, 1999 (the "OPTION EXERCISE DATE" and the period from the date hereof through the Option Securities are acquired by Purchaser pursuant Exercise Date, the "OPTION PERIOD") and must exercise the Option for no less than one million and no more than five million Option Shares. The Option may be exercised only once and shall expire to the extent not properly exercised on or before the Option Exercise Date. Upon exercise of the Securities Option Option, Buyer and Sellers shall (a) promptly, and in any event no less than two business days thereafter, make all required filings under the "ACQUIRED SECURITIES"HSR Act and (b) and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess use its best efforts to receive early termination of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseHSR waiting period. (d) In the event At the Option Securities are acquired by Purchaser pursuant Closing and upon the terms and conditions set forth in this Agreement, each Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase from each Seller, all of such Seller's right, title and interest in and to the exercise number of Option Shares with respect to which the Option has been exercised. (e) As consideration for the Option, the parties agree that promptly after the date hereof, Allegiance and Go2Net, Inc. ("GO2NET") shall enter into good faith negotiations with a view towards establishing a mutually acceptable strategic alliance. Such negotiations will include, among other things, a discussion of (i) a customized business portal created by Go2Net for Allegiance, which will include selected components of Go2Net's Web sites targeted at Allegiance's end-users, (ii) hosting by Go2Net of the Securities Optioncustomized portal, Stockholder shall be entitled to receive(iii) Go2Net providing the home page on a co-branded basis with Allegiance and (iv) Go2Net providing the design, hosting and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateengineering associated with customizable modules.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder hereby grants to Purchaser the Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities (the "OPTION SECURITIES") right, title and interest of Stockholder in and to Stockholder’s shares of Company Common Stock, other than Stockholder’s Non-Tender Securities, at a price per share equal to the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Parent may exercise the Option may be exercisedin whole, in whole but not in part, by if, but only if, (i) the Purchaser has acquired shares of Company Common Stock pursuant to the Offer and (ii) Stockholder has failed to tender into the Offer any shares of Company Common Stock other than Stockholder’s Non-Tender Securities or shall have withdrawn the tender of any shares of Company Common Stock other than Stockholder’s Non-Tender Securities into the Offer. The Parent may exercise the Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that the Parent is entitled to and wishes to exercise the Option, the Parent shall send a written notice to Stockholder specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (as set forth below)60) days after the date of such notice; provided that in the event that prior notification to, for a period of ten (10) business days (or approval of, any Governmental Entity is required in connection with the "10 DAY PERIOD") following termination exercise of the Merger Agreement Option or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if Option, the period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option purchase of Stockholder’s shares of Company Common Stock other than Stockholder’s Non-Tender Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (Option, simultaneously with the "ACQUIRED SECURITIES") andpayment by the Parent of the purchase price for Stockholder’s shares of Company Common Stock, either before such Stockholder shall deliver, or at any time within cause to be delivered, to the one-year period following Purchaser certificates representing such acquisition, Parent, Purchaser or any affiliate shares of Company Common Stock duly endorsed to the Parent or Purchaser shall acquire Common Stock accompanied by stock powers or other transfer documents duly executed by the Company in blank, together with any necessary stock transfer stamps properly affixed, free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever (other than from the Company) at a price in excess of the Purchase Pricecollectively, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase“Liens”). (d) In The Parent, the event Purchaser or the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receivededuct and withhold from the consideration otherwise payable pursuant to this Section 1.6 to a holder of Securities such amounts as are required to be withheld under the Code, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion applicable provision of state, local or non-U.S. Tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Acquired Securities within the one-year period following in respect of which such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatededuction and withholding was made.

Option. (a) In order Pursuant to induce Parent and Purchaser to enter into Section 10(c) of the Merger Employment Agreement, Stockholder the Company hereby grants to Purchaser the Optionee an irrevocable option (a the "SECURITIES OPTIONOption") to purchase 100,000 shares of Common Stock, $.01 par value of the Securities Company (the "OPTION SECURITIESOption Shares") at the Offer Price, subject to increase as set forth below a purchase price per share of $9.00 (the "PURCHASE PRICEOption Price"), and agrees to cause certificates for any shares purchased hereunder to be delivered to the Optionee upon payment of the Option Price in full, all subject, however, to the terms and conditions hereinafter set forth. (b) Subject to Section 3(a) hereof, this Option (until terminated as hereinafter provided) shall be exercisable only to the extent of 33% of the shares covered hereby after the Optionee shall have been in the continuous employ of the Company or any Subsidiary through the third anniversary of __________, ____ (the "Date of Grant") to the extent of an additional 33% of the shares covered hereby after the Optionee shall have been in the continuous employ of the Company or any Subsidiary through the fourth anniversary of the Date of Grant and to the extent of an additional 34% of the shares covered hereby after the Optionee shall have been in the continuous employ of the Company or any Subsidiary through the fifth anniversary of the Date of Grant. The Securities For purposes of this Agreement, the employment of the Optionee with the Company or a Subsidiary shall not be deemed interrupted, and the Optionee shall not be deemed to have ceased to be an employee of the Company or any Subsidiary by reason of the transfer of his employment among or between the Company and its Subsidiaries. For the purpose of this paragraph, leaves of absence approved by the Board of Directors of the Company, or any committee thereof, for illness, military or government service, or other cause, shall be considered as employment. (c) To the extent exercisable, the Option may be exercisedexercised in whole, or in whole but not part from time to time, until expiration as provided in part, by written notice to Stockholder Section 1(d). (as set forth below), for a period of ten (10d) business days (This Option shall terminate on the "10 DAY PERIOD") following termination earliest of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either following dates: (i) On the date on which the Optionee ceases to be an employee of the Company or a Trigger Event shall have occurred or Subsidiary unless he ceases to be such an employee in a manner described in (ii) or (iii) below. (ii) On the later to occur of (A) the Company shall have received a written proposal from any person other than Parent, Purchaser second anniversary of the Commencement Date (as defined in the Employment Agreement) or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) 60 days after the Merger Agreement shall have been Optionee ceases to be an employee of the Company or any Subsidiary if (I) Optionee retires from employment with the Company or any Subsidiary after reaching the age of 65 years, or (II) Optionee's employment is terminated by Parent pursuant under Section 7(d) of the Employment Agreement. (iii) On the later to Section 8.01(b), 8.01(d)(ii), 8.01(foccur of (A) the second anniversary of the Commencement Date (as defined in the Employment Agreement) or 8.01(g(B) 90 days after the date on which Optionee's employment is terminated as a result of the Optionee's death or Disability (as defined in the Employment Agreement). (iv) Ten years from the Date of Grant. In the event the Optionee shall intentionally commit an act materially inimical to the interests of the Company or a Subsidiary, and (C) the Board shall so find, the Option shall terminate at the time of such termination act, notwithstanding any other provision of this Agreement. Nothing in this Section 1(d) shall be construed to modify or enlarge the Minimum Condition rights of the Optionee and the conditions of exercising this Option as set forth in Section 1(b) hereof, and at no time shall not any right to exercise this Option accrue to the Optionee unless and to the extent that the conditions set forth in Section 1(b) shall have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (be) In Nothing contained in this Agreement shall limit whatever right the event that Purchaser wishes Company or any Subsidiary might otherwise have to exercise terminate the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date employment of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateOptionee. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (aA) In order consideration of a payment of EURO 1 by Tewina to induce Parent Xxxxxx (the sufficiency and Purchaser to enter into the Merger Agreementreceipt of which is hereby acknowledged by Xxxxxx), Stockholder hereby Xxxxxx grants to Purchaser an irrevocable option Tewina the right (a the "SECURITIES OPTION") to serve on Xxxxxx the Option Notice requiring Xxxxxx to buy from Tewina or its permitted assignee all or part of the Option Shares in accordance with the provisions of this Agreement. Upon service of an Option Notice Xxxxxx shall be bound to purchase such number of Option Shares from Tewina (as specified in the Securities Option Notice) in accordance with the terms of this Agreement. Once served, an Option Notice may only be revoked by Tewina (provided that it has received the prior written consent of Xxxxxx). (B) An Option Notice may be served by Tewina at any time during the Option Period. More than one Option Notice may be served during the Option Period provided that: (i) Tewina and each of its permitted assignees shall exercise no more than one Option Notice each; and (ii) the total number of Option Shares subject to the Option Notices shall not exceed in aggregate a maximum of 11,000,000 Shares (subject to adjustment in accordance with Clause 7). (C) Any Option Notice (i) may only be served by fax or in writing and delivered in person or by courier on a Business Day during the Option Period; (ii) must be served at or prior to 16h30 London time for it to be effective on that Business Day. Any Option Notice served after such time will be deemed to have been served on the immediately following Business Day and will therefore take effect on that following Business Day. The day on which the Option Notice takes effect shall be the "OPTION SECURITIESNOTICE DATE") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (biii) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share substantially in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateform set out in Schedule 1.

Option. Tenant shall have options to extend the Term of this Lease (the "Extension Options") on the basis of each and all of the provisions contained in this Lease as then amended for two (2) consecutive periods of five (5) years each (the "Extension Periods"), the first of which (the "First Extension Period") commencing on the day after expiration of the initial Term, and unless sooner terminated pursuant to the provisions hereof, ending on the last day of the fifth (5th) consecutive year thereafter, and the second of which (the "second Extension Period") commencing on the day after the expiration of the First Extension Period, and unless sooner terminated pursuant to the provisions hereof, ending on the last day of the fifth consecutive year thereafter. Such option shall be exercised by Tenant, if at all, by giving written notice of exercise ("Extension Notice") to Landlord (a) In order to induce Parent and Purchaser to enter into in the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination case of the Merger Agreement or termination First Extension Period, not less than twelve (12) months nor more than fifteen (15) months prior to the expiration of the Offerinitial Term and (b) in the case of the Second Extension Period, whichever shall first occur; PROVIDED that, not less than twelve (12) months nor more than fifteen (15) months prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate expiration of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfiedFirst Extension Period. Notwithstanding the foregoing, in the Securities Option may not be exercised until: event (i) all waiting periods Tenant is in Default under this Lease on the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976date an Extension Notice is given, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there Landlord has given Tenant three or more notices regarding Tenant's failure to pay rent when due during the twelve months preceding the giving of such notice, or (iii) Tenant is in Default on the date the Initial Lease Term expires (in the case of the First Extension Period) or is in Default on the date the First Extension Period expires (in the case of the Second Extension Period), then in any such event the Extension Option shall be in effect any such injunction or order, in each case on deemed automatically terminated. Tenant shall have no right to extend the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) Term for the closing of such purchase, which closing Second Extension Period unless it shall be held at have extended the executive offices of Term for the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateFirst Extension Period. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. Provided that (ai) In order to induce Parent Tenant is not then in default hereunder, and Purchaser to enter into (ii) Tenant is residing in and has not vacated the Merger AgreementPremises, Stockholder hereby grants to Purchaser Tenant shall have an irrevocable exclusive option (a the "SECURITIES OPTIONOption") to purchase the Securities Premises on the following basis: (i) during the "OPTION SECURITIES"time period commencing on the Commencement Date and ending on the Expiration Date; (ii) at during the Offer Price, subject time period commencing on the effective date of a notice sent pursuant to increase as set forth below Section 11.3(1) hereof and ending four (4) months thereafter; and (iii) during the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in parttime period commencing on the effective date of a notice sent pursuant to Section 11.3(ii) hereof and ending six (6) months thereafter, by providing Landlord with written notice thereof at least thirty (30) days (and no more than sixty (60) days) in advance. Upon Tenant's giving such written notice to Stockholder Landlord, this Option shall become a contract for the purchase and sale of the Premises, and Landlord shall thereupon sell the Property, including all Alterations and Capital Improvements, to Tenant at a purchase price equal to the price for which Landlord purchased the Premises, plus the cost of any Capital Improvements made to the Premises by Landlord (as set forth belowtogether "Costs"), for a period of ten (10) business days (or if the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent option is exercised pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company16.1(ii) at a purchase price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, greater of the net proceeds received per share in average of three (3) appraisals provided by independent, reputable and qualified appraisers or the Sale over Costs. In either event, Tenant shall pay any and all expenses associated with such purchase and sale of the Purchase PricePremises, including but not limited to escrow fees, title insurance costs, transfer taxes and recording fees. Any such payment Upon completion of the purchase and sale, all obligations of the Tenant for rent, except for arrears for any period preceding the completion date, shall be made by wire transfer of same day funds to such account as Stockholder shall designateterminate.

Option. (a) In order Subject to induce Parent the terms and Purchaser to enter into conditions hereinafter set forth and set forth in the Merger AgreementRequest for Proposal, Stockholder Seller hereby grants to Purchaser an irrevocable the exclusive right and option (a "SECURITIES OPTION") to purchase the Securities Premises from Seller (the "OPTION SECURITIES"“Option”) at during the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE")Option Period hereinafter defined. The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required As consideration for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice pay Seller on the Effective Date of this Agreement the sum of Sixteen Thousand and 00/100 ($16,000.00) Dollars (the "NOTICE"“Option Price”). Said Option Price: (a) shall be applied to Stockholder identifying the date Purchase Price defined in section 4 hereof if the Option is exercised within the Initial Option Period (not less than two defined below) or within the first six (26) nor more than five months of any Extended Option Period (5defined below) business days from the date (ie., within eighteen (18) months of the NoticeEffective Date); (b) for shall not be applied to said Purchase Price if the closing of such purchase, which closing shall be held at Option is exercised during the executive offices last six (6) months of the Company Extended Option Period (or such other place as after the parties may agreefirst eighteen (18) months following the Effective Date). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate.; and (c) In the event shall be considered earned by Seller when paid and non-refundable to Purchaser regardless of whether or not the Option Securities are acquired by Purchaser pursuant is exercised, subject to section 3(b) hereof. The Option shall remain in effect for twelve (12) months from the exercise Effective Date of this Agreement (the “Initial Option Period”) and may be extended for an additional twelve (12) months (commencing immediately following the Initial Option Period) (the “Extended Option Period”) at the discretion of the Securities Option Purchaser provided good faith and diligent efforts are being made to obtain all necessary permits and approvals required to facilitate the construction of the Project (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, “Initial Option Period” and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the “Extended Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excessPeriod”, if any, are collectively defined herein as the “Option Period”). If Purchaser desires to exercise the Option during the Option Period, Purchaser shall send Seller written notice of such election to exercise the Option, which written notice shall be sent to Seller by certified mail, return receipt requested at the following address: Mr. Xxxx Xxxx, Town Manager, Town of Groton, 00 Xxxx Xxxx Xxxx, Xxxxxx, XX 00000. The Option Notice shall be accompanied by the purchase deposit required by section 4.2 hereof payable to the “Town of Groton” by a certified and/or bank cashier’s check, which deposit will be held by Seller in accordance with section 4.2 hereof. Notwithstanding the Option Period set forth above, said Option Period shall be tolled during the pendency of any third party appeal arising out of any permits or approvals granted in connection with the Project until the final resolution of such appeal. If Purchaser exercises the Option, the provisions of sections 4 through 21 of this Agreement and set forth in the Request for Proposal shall govern the purchase and sale rights and obligations of the net proceeds received per share parties. During the Option Period, Xxxxxx agrees not to market the Premises unless requested by the Purchaser and in the Sale over sole discretion of the Purchase PriceSeller, the Seller’s marketing of the Premises will assist in the marketing of the Premises. Any such payment If Purchaser, within the Option Term, fails to exercise the Option in strict compliance with all requirements of this Section 1, this Agreement and the Option and sale contemplated herein, shall be made by wire transfer rendered null and void with the exception of same day funds Purchaser’s obligations set forth in section 2.2 hereof, which shall survive termination of the Option and this Agreement. Time is of the essence with regard to Purchaser’s obligations under this Section 1. To the extent any requirement or provision of this Agreement and the Request for Proposal are in conflict or inconsistent, the provisions of this Agreement shall superseded and control to the extent of such account as Stockholder shall designateconflict or inconsistency.

Option. (a) In order During the Term, [***]; and Advancis agrees to induce Parent [***] to [***]. Advancis shall provide Par with written notice of the Option Candidate and Purchaser provide Par information reasonably available to Advancis, including an estimate of the cost for developing and obtaining regulatory approval therefor that is reasonably required by Par to make a determination as to whether or not to enter into the Merger Agreement, Stockholder hereby grants an agreement with Advancis with respect to Purchaser such Option Candidate. The delivery of such notice shall automatically grant to Par an irrevocable option (a "SECURITIES OPTION") exclusive Option to purchase the Securities enter into an agreement with Advancis with respect to such Option Candidate (the "OPTION SECURITIESOption"). Within [***] after Par's receipt of notification of the Option Candidate from Advancis, Par shall have the right to (a) at exercise the Offer PriceOption by delivering to Advancis a written notice of exercise; or (b) reject the Option. If Par fails to exercise the Option within [***] after Par's receipt of notification of the Option Candidate from Advancis, subject to increase as set forth below the Option shall be deemed rejected and shall expire. If Par exercises the Option, Advancis shall negotiate exclusively and in good faith with Par the terms of a development and commercialization agreement for the Option Candidate for a period of [***] following exercise of the Option (the "PURCHASE PRICECandidate Agreement"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Candidate Agreement shall have been terminated by Parent pursuant be on terms substantially similar to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) those of this Agreement and (C) at shall include the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised untilfollowing terms: (i) all waiting periods under Advancis is the XxxxSelling Party and Par shall co-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976promote, as amended (with each Party having the "HSR ACT"), required for the purchase right to perform [***] of the Securities upon such exercise details and neither Party shall have expired or been waived be required to perform more than [***] of the details and any other conditions under neither party shall perform less than forty percent of the other Antitrust Laws shall have been satisfied and details, (ii) there the Parties shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if [***], (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (Aiii) the date of expiration or termination of all HSR Act waiting periodsParties shall [***], (iv) each Party shall [***], (v) Par shall [***], and (Bvi) Par shall [***]. If at the date end of removal the [***], the Parties have not reached agreement as to all of the terms and conditions of the Candidate Agreement, then at any time thereafter either Party shall have the right to submit to Baseball Arbitration the terms and conditions as to which agreement has not been reached. It is expressly understood and agreed that the terms that have been set forth in Section 2.2(i)-(vi) shall be included in the Candidate Agreement and such terms may not be varied or lifting of such injunction or order.changed by the Baseball Arbitration. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 9 -------------------------------------------------------------------------------- (b) In the event that Purchaser wishes If an Option is rejected by Par pursuant to exercise the Securities OptionSection 2.2(a) with respect to an Option Candidate, Purchaser shall send a written notice (the "NOTICE") then Advancis agrees to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such offer Par one other place as the parties may agreeOption Candidate pursuant to Section 2.2(a). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateIt is expressly understood that this Section 2.2(b) applies only once. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder The Company hereby grants to Purchaser an irrevocable Employee the option (to purchase, as hereinafter set forth, shares of the Common Stock of the Company at a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below)price of $ per share, for a period commencing on the date provided in Section 4 hereof and terminating on the first to occur of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred the expiration of ten years from the date of this Agreement, or (ii) (A) when the employment of Employee by the Company shall have received a written proposal or any of its Affiliates terminates for any reason; provided, however, that if said employment terminates less than ten years from any person the date hereof other than Parentby reason of death or disability, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transactionthen Employee may exercise this option, which proposal shall not have expired or been withdrawn, (B) to the Merger Agreement shall have been terminated by Parent pursuant extent he was entitled to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) do so at the date of termination of employment, at any time of within three months after such termination the Minimum Condition shall termination, but not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on after the expiration of the 10 Day Periodten-year period; provided further that if said employment terminates less than ten years from the date hereof by reason of Employee’s becoming permanently and totally disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended), then Employee (or Employee’s legal representative if Employee is legally incompetent) may exercise this option, to the 10 Day Period shall be extended until five (5) business days after the later of (A) extent he was entitled to do so at the date of expiration or termination of all HSR Act waiting periodssuch termination, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within one year after such termination but not after the oneexpiration of the ten-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other period; and provided further that if said employment terminates less than ten years from the Company) at a price in excess date hereof by reason of the Purchase PriceEmployee’s death, then the Purchase Price hereunder executor or administrator of Employee’s estate or anyone who shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, have acquired this option by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser will or pursuant to the laws of descent and distribution may exercise this option, to the extent Employee was entitled to do so on the date of his death, at any time within one year after such death but not after the expiration of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the oneten-year period following such acquisition, an amount per share in cash equal period. Anything to the excesscontrary herein notwithstanding, if anythe option granted hereunder shall terminate immediately upon the Employee’s termination of employment on account of fraud, dishonesty or the performance of other acts detrimental to the net proceeds received per share in the Sale over the Purchase PriceCompany. Any such payment shall be made by wire A transfer of same day funds employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employment for purposes of this Agreement. This option is intended to such account qualify as Stockholder shall designatean incentive stock option as defined in Internal Revenue Code Section 422.

Option. (a) In order to induce Parent and Purchaser Merger Sub to enter ------- into the Merger Agreement, the Stockholder hereby grants to Purchaser Parent an irrevocable option (a the "SECURITIES OPTIONStockholder Option") to purchase one-third (33 1/3%) of ------------------ the Securities Shares Beneficially Owned by the Stockholder as of the date of this Agreement, rounded down to the nearest whole share (the "OPTION SECURITIESStockholder Option ------------------ Shares") at a purchase price per share equal to the Offer Consideration (the ------ "Stockholder Option Price"), subject which Stockholder Option shall be exercisable only ------------------------ if the Merger Agreement is terminated pursuant to increase Section 8.1(f) or 8.1(i) thereof and shall expire if not exercised prior to expiration as provided in Section 4(f) hereof. The Stockholder Option shall become exercisable only (1) in the case of an Acquisition Proposal structured as a tender offer, 9:00 a.m. Eastern Time ("ET") on the business day immediately preceding the initial -- expiration date of such tender offer or (2) in the case of an Acquisition Proposal not structured as a tender offer, 9:00 a.m. ET on the business day immediately preceding the date on which the meeting of the holders of the Company's Common Stock (the "Stockholder Meeting") is scheduled to be held (or ------------------- if action is being taken by written consent, the effective date of such written consent) for the purpose of voting on the Acquisition Proposal and any related matters, as set forth below (in the "PURCHASE PRICE"). The Securities Option may be exercised, proxy statement/information statement sent to the Company's stockholders in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to connection with such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderProposal. (b) In (i) Beginning on the date the Merger Agreement is terminated pursuant to Section 8.1(f) or 8.1(i) thereof (the "Merger Termination Date") and ----------------------- continuing through the Option Termination Time (as defined in Section 4(f) hereof), the Stockholder shall provide to Parent within one (1) business day of receipt thereof by Stockholder copies of all notices, letters, reports, documents, disclosure materials, writings and other communications ("Communications"), including but not limited to, proxy/information statements, -------------- tender offer materials, transmittal letters, solicitations, SEC filings, notices of stockholder meetings, written consents of stockholders and any other Communications received by or communicated to Stockholder in connection with any Acquisition Proposal. Any such Communications shall be governed by the terms of the Confidentiality Agreement dated August 20, 2001 between the Stockholder and Parent as supplemented by a letter dated August 16, 2001. (ii) The Stockholder shall provide or arrange to have provided to Parent a written report from the Company or the Company's transfer agent, solicitation agent, exchange agent or similar third party in possession of the necessary information in form and substance reasonably satisfactory to Parent (a "Weekly Report") by 6:00 p.m. ET on Friday of each week beginning with the first ------------- Friday following the Merger Termination Date and ending on the Friday preceding the Option Termination Time, which Weekly Report shall contain a detailed presentation of the number and percentage of shares of Company Common Stock which have been tendered or voted in connection with the Acquisition Proposal (including a breakdown of the number and percentage of shares which have been voted for, against or abstained from a vote on the Acquisition Proposal), as the case may be, by the Company's stockholders as of 5:00 p.m. ET on the day preceding such Weekly Report. Notwithstanding anything to the contrary contained in this Agreement, each Weekly Report shall be delivered to Parent by facsimile, with a copy delivered to Parent's counsel, in accordance with the information set forth in Section 13(e) hereof. (iii) The Stockholder shall further provide or arrange to have provided to Parent a written report from the Company or the Company's transfer agent, solicitation agent, exchange agent or similar third party in possession of the necessary information, in form and substance reasonably satisfactory to Parent (a "Daily Report"), by 6:00 p.m. EST on each of the seven (7) business ------------ days preceding the date on which (A) in the case of an Acquisition Proposal structured as a tender offer, such tender offer is initially scheduled to expire (in the event that Purchaser wishes the initial offering period is extended, the Daily Report shall also be provided for each business day during which the offering period is so extended) or (B) in the case of an Acquisition Proposal not structured as a tender offer, the Stockholder Meeting is scheduled to exercise be held (or if action is being taken by written consent, the Securities Optioneffective date of such written consent) for the purpose of voting on the Acquisition Proposal and any related matters, Purchaser which Daily Report shall send contain a detailed presentation of the number and percentage of shares of Company Common Stock which have been tendered or voted in connection with the Acquisition Proposal (including a breakdown of the number and percentage of shares which have been voted for, against or abstained from a vote on the Acquisition Proposal), as the case may be, by the Company's stockholders as of 5:00 p.m. EST on the date of such Daily Report. Notwithstanding anything to the contrary contained in this Agreement, each Daily Report shall be delivered to Parent by facsimile, with a copy delivered to Parent's counsel, and preceded by a telephone call informing Parent of the forthcoming facsimile transmission, all in accordance with the information set forth in Section 13(e) hereof. (iv) The Stockholder shall further provide or arrange to have provided to Parent a final written notice report from the Company or the Company's transfer agent, solicitation agent, exchange agent or similar third party in possession of the necessary information, in form and substance reasonably satisfactory to Parent (the "NOTICEFinal Report") to Stockholder identifying the date within at least seven (not less than two (27) nor but no ------------ more than five eight (58) hours prior to the time at which (A) business days from in the case of an Acquisition Proposal structured as a tender offer, such tender offer is initially scheduled to expire (in the event the initial offering period is extended, the Final Report shall also be provided in the preceding time frame for each date such extension period is scheduled to expire or (B) in the case of an Acquisition Proposal not structured as a tender offer, the Stockholder Meeting is scheduled to be held (or if action is being taken by written consent, the effective date of the Noticesuch written consent) for the closing purpose of such purchasevoting on the Acquisition Proposal and any related matters, which closing report shall be held at the executive offices contain a detailed presentation of the number and percentage of shares of Company Common Stock which have been tendered or voted in connection with the Acquisition Proposal (including a breakdown of the number and percentage of shares which have been voted for, against or such other place abstained from a vote on the Acquisition Proposal), as the parties case may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day fundsbe, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess 's stockholders as of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increaseFinal Report. Notwithstanding anything to the contrary in this Agreement, Stockholder the Final Report shall be entitled delivered to receive, Parent by facsimile and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, preceded by wire transfer of same day funds to such account as Stockholder shall designate, the amount a telephone call informing Parent of the increaseforthcoming facsimile transmission, in accordance with the information set forth in Section 13(e) hereof. (dv) In The Company shall assist the event Stockholder in order to ensure that the Stockholder's obligation to deliver the Weekly Reports, Daily Reports and Final Report(s) as required under this Section 4(b) is fulfilled. (vi) The Stockholder shall not, from the Merger Termination Date through and including the Option Securities are acquired by Purchaser pursuant Termination Date (A) tender or agree to the exercise tender any of the Securities Option, Stockholder shall be entitled Option Shares to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE"other than Parent, Merger Sub or their respective assignees) or (B) in connection with any Acquisition Proposal, vote, agree to vote, grant any proxy or power of all attorney to vote, deposit into a voting trust or enter into a voting agreement with respect to any portion Stockholder Option Shares except for, with, by or on behalf of Parent, Merger Sub or their respective assignees as provided in this Agreement unless the Acquired Securities within Stockholder has first complied with the one-year period following such acquisition, an amount per share in cash equal provisions of this Section 4 and Parent has allowed the option to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account expire without delivering a Stockholder Exercise Notice (as Stockholder shall designatedefined below).

Option. In the event that, within 3 (athree) In order years of the commencement of the R&D Program, it is determined by the parties that the Product is not feasible, then Amarin shall have an option, which shall become effective on the date that the parties agree that the Product is not feasible and shall expire sixty (60) days thereafter if the option is not exercised in writing by Amarin before that time, to induce Parent and Purchaser expand the Elan License to enter into include (i) a Buccal Formulation or a Sublingual Formulation of the Merger AgreementCompound in combination with the Elan Technology or, Stockholder hereby grants to Purchaser an irrevocable option alternatively, (ii) one of any of a "SECURITIES OPTION") to purchase nasal formulation or a Buccal Formulation or a Sublingual Formulation of the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in partOther Compound, by written notice to Stockholder Elan. Upon exercise of such option: 2.4.1 Amarin shall promptly articulate the precise option it wishes to exercise, namely the exact compound and the route of delivery that is to be developed (“Expanded Formulation”); 2.4.2 this Agreement shall expand and apply as set forth below), for a period of ten necessary (10) business days (including but not limited to the "10 DAY PERIOD") following termination expansion of the Merger Agreement or termination terms “Compound”, “Product Intermediate” and “Product” throughout this Agreement) to include the exact compound and the exact route of delivery of the OfferExpanded Formulation; 2.4.3 subject to the provisions of Clause 10.1, whichever the provisions of this Agreement regarding milestones and royalties shall first occur; PROVIDED that, prior additionally apply to such termination, either (i) Expanded Formulation; 2.4.4 a Trigger Event shall have occurred or (ii) (A) new Expanded Formulation R&D Program will be determined by the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business parties through good faith negotiations within 90 days from the date that Amarin notifies Elan that it intends to exercise the option granted under this Clause 2.4; 2.4.5 pricing for development services and for commercial supply of such Expanded Formulation will be determined by the parties through good faith negotiations; 2.4.6 such other changes as shall be agreed by the parties in good faith. For the avoidance of doubt, the parties acknowledge and agree that Elan shall not be required under any circumstances to fund any further aspect of the Notice) for R&D Program unless it so agrees; and 2.4.7 the closing of such purchase, which closing parties shall be held at released from of any further obligation to pursue the executive offices development and marketing of a Product Intermediate or Product for nasal use containing the Company (or such other place as the parties may agree)Compound. At the closing, Stockholder Amarin shall deliver also be entitled to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or service notice on Elan at any time within after the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from Effective Date and prior to the Company) at a price in excess end of the Purchase Pricethree (3) year option period that it wishes to terminate its option right hereunder. Said notice, then the Purchase Price hereunder once served, shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, automatically terminate all parties’ rights and Purchaser shall promptly (and obligations in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant reference to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and option set out in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatethis Clause 2.4.

Option. (a) In order The CITY may exercise its option for performance of the Phase 2 Work if CITY and CONTRACTOR agree to induce Parent a Phase 2 GMP or Lump Sum Contract Price and Purchaser Phase Contract Time by the end of the Phase 1 Contract Time, and by providing a written Notice to enter into Proceed to the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE")CONTRACTOR for performance under Phase 2. The Securities Option for Phase 2 may be exercised, in whole but exercised not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business later than 90 days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on after the expiration of Phase 1 Contract Time. If CONTRACTOR has complied with all other terms of the 10 Day PeriodContract and the CITY fails to exercise its Option for Phase 2 by such calculated date, the 10 Day Period it shall be extended until five (5) business days after deemed that the later of (A) CITY has decided not to exercise the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderOPTION. (b) In the event that Purchaser wishes If CITY decides not to exercise the Securities OptionOPTION under this Article, Purchaser and CITY notifies CONTRACTOR that CONTRACTOR is not required to perform construction services for Phase 2, it is anticipated that the CITY will take the “off-ramp” as identified in Section 3.4 and Appendix C of the RFP for the Project, and CONTRACTOR will perform, at CITY’s discretion and option, and after a Notice to Proceed is issued pursuant to Article 1(g) hereinabove, two separate scopes of work/services: (i) Upon receipt of the Notice to Proceed identified above in Article 1(g), CONTRACTOR will complete the design of the Project by preparing unified sets of plans and specifications for use by the CITY to solicit competitive bids for construction of the Facilities in accordance with the scope of work set forth in Appendix J, and within the Final Design Documents Contract Time (as identified above in Article 1(g)). The performance of the final design services under this paragraph shall send be performed for the Lump Sum Contract price of $360,355, as set forth in Exhibit K. (ii) Upon receipt of a written notice (the "NOTICE") Notice to Stockholder identifying the date (not less than two (2) nor more than five (5) business days Proceed from the date CITY at a time after CONTRACTOR has completed the services required under Article 5(b)(i) above, CONTRACTOR, pursuant to the terms of the Notice) Contract Documents, shall remain the Engineer of Record, and will provide engineering services during construction as set forth in Exhibit L, for the closing Lump Sum Contract price of such purchase$166,462, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, set forth in same day funds, by wire transfer to such account as Stockholder shall designate.Exhibit M. (c) In The CITY’s “OPTION” rights under this Article 5 are independent of the event “Termination for Convenience” rights set forth in General Conditions Section 00700-7.2.5. As such, if the Option Securities are acquired by Purchaser pursuant CITY opts to not proceed with Phase 2 after the completion of Phase 1, CONTRACTOR’s right of recovery is limited to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Phase 1 Lump Sum Contract Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In The CITY retains the event the Option Securities are acquired by Purchaser pursuant right to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and terminate this Contract for convenience at any time in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the oneaccordance with General Conditions Section 00700-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate6.7.

Option. (a) In order Subject to induce Parent the terms and Purchaser to enter into the Merger conditions of this Agreement, Stockholder each Shareholder hereby grants to Purchaser Acquiror an irrevocable option (a "SECURITIES OPTION") to purchase the Securities and continuing option, exercisable as provided in this Section 8 (the "OPTION SECURITIESOption"), to purchase all, but not less than all, of the Company Capital Stock (including the Shares) beneficially owned or controlled by such Shareholder as of the date hereof or at the Offer Priceany time hereafter (including Shares acquired by way of exercise of options, subject to increase warrants or other Company Stock Rights or by way of dividend, distribution, exchange, merger, consolidation, recapitalization, reorganization, stock split, grant of proxy or otherwise), as set forth below adjusted in accordance with subsection (e) of this Section 8 (the "PURCHASE PRICEOption Shares"). The Securities Upon the exercise of the Option may by Acquiror, each Option Share shall be exercised, in whole but not in part, by written notice exchanged for the right to Stockholder (as set forth below), for a period receive from Acquiror the applicable Merger Consideration to be paid with respect to each such share of ten (10) business days (the "10 DAY PERIOD") following termination Company Capital Stock pursuant to Section 1.7.1 of the Merger Agreement (the "Option Share Purchase Price"), except that the definitions of Outstanding Stock Number and Base Price shall be modified so that all references to "Closing Date" are replaced with "Option Closing Date." (b) Acquiror may exercise the Option, in whole or termination of in part, with respect to the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either Shares beneficially owned or controlled by any Shareholder if and only if (i) such Shareholder breaches a Trigger Event shall have occurred representation, warranty or (ii) (A) covenant of the Company shall have received a Shareholder set forth in this Agreement and Acquiror provides written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time notice of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended breach to such Shareholder (the "HSR ACTBreach Notice"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied ) and (ii) there shall such breach has not been cured, to the extent it is possible to be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise cured, within fifteen (15) days of receipt of the Securities Breach Notice. (c) Each time Acquiror elects to exercise the Option, it shall send to the Shareholder or Shareholders from which it elects to purchase Option pursuant Shares (each, an "Option Shareholder") a written notice setting forth its irrevocable election to this Agreement; provided that if effect. Each such notice shall specify a date not earlier than three (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (53) business days after the nor later of than thirty (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (530) business days from the date of such notice (the Notice"Exercise Notice Date") for the closing of such purchasepurchase (an "Option Closing Date"); provided, which however, that (i) if the closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate a purchase and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser sale pursuant to the exercise of the Securities Option (the an "ACQUIRED SECURITIESOption Closing") andcannot be consummated by reason of any applicable Law or Order, either before or at any the period of time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser that otherwise would run pursuant to this sentence shall acquire Common Stock (other than run instead from the Companydate on which the restriction on consummation has expired or been terminated and (ii) at a price without limiting the foregoing, if prior notification to or approval of any Governmental Entity is required in excess connection with the purchase, Acquiror and each Option Shareholder shall promptly file the required notice or application for approval and shall cooperate in the expeditious filing of such notice or application, and the Purchase Priceperiod of time that otherwise would run pursuant to this sentence shall run instead from the date on which, then as the Purchase Price hereunder case may be, (A) any required notification period has expired or been terminated or (B) any required approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. Each of Acquiror and each Option Shareholder agrees to use commercially reasonable efforts to cooperate with and provide information to the other, for the purpose of any required notice or application for approval. Each Option Closing, if any, shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at 9:00 a.m. local time at the time offices of such increaseXxxxxx, Stockholder shall be entitled to receiveXxxxxxxxxx & Xxxxxxxxx LLP, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder000 Xxxxxx Xxxxxx, by wire transfer of same day funds to such account as Stockholder shall designateXxxxx 000, the amount of the increaseXxxxxxx, Xxxxxxxxxx. (d) In At each Option Closing, simultaneously with the event delivery by Acquiror of the Option Securities are acquired Share Purchase Price, each Option Shareholder shall deliver to Acquiror a certificate or certificates representing his, her or its Option Shares to be purchased at such Option Closing, which Option Shares shall be duly endorsed for transfer or accompanied by Purchaser stock powers duly executed in blank, with all signatures guaranteed, and shall be free and clear of all Encumbrances. (e) In connection with the issuance of Acquiror Common Stock pursuant to the exercise by Acquiror of the Securities Option, Stockholder shall be entitled each Shareholder represents and warrants to receive, Acquiror and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account Merger Sub as Stockholder shall designate.follows:

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder Shareholder hereby grants to Purchaser Parent and Acquisition an exclusive and irrevocable option (a the "SECURITIES OPTIONOption") to purchase all (and not less than all) of the Securities Shareholder Shares (including any Shareholder Shares acquired after the "OPTION SECURITIES"date hereof) at the Offer Pricea price per share equal to $14.05, subject to increase adjustment as set forth provided in Subsection 3(d) below (the "PURCHASE PRICEExercise Price"). . (b) The Securities Option may be exercisedexercised by Parent or Acquisition, in whole whole, but not in part, by written notice and only in the event that Parent has become entitled to Stockholder (as liquidated damages set forth below), for a period in Section 6.3 of ten the Merger Agreement and the conditions precedent set forth below have been satisfied. The Option shall terminate in its entirety on the earlier (10i) business days of the Effective Time or (ii) the "10 DAY PERIOD"tenth (10th) day following the termination of the Merger Agreement (the "Option Termination Date") if the Option did not become exercisable, or termination of the Offerif, whichever shall first occur; PROVIDED thatdespite becoming exercisable, it is not exercised by Parent or Acquisition, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfiedOption Termination Date. Notwithstanding the foregoingforaging, the Securities Option may not be exercised until: (i) even if Parent has become entitled to the liquidated damages as set forth in Section 6.3 of the Merger Agreement, unless Parent or Acquisition, concurrently with the exercise of this Option and prior to the Option Expiration Date, also exercises in full the option to purchase all waiting periods under of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act shares of 1976, as amended Company Common Stock beneficially owned by Xxxxx X. Xxxx (the "HSR ACTOther Option Shares"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any an option agreement of even date herewith entered into by such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice Shareholder (the "NOTICEOther Shareholder") to Stockholder identifying with Parent and Acquisition (the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree"Other Option"). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event Shareholder shall not, prior to the Option Securities are acquired by Purchaser pursuant Expiration Date, take or refrain from taking any action that would have the effect of preventing or disabling Shareholder from delivering the Shareholder Shares to the Parent or Acquisition upon exercise of the Securities Option (the "ACQUIRED SECURITIES") andOption, either before or at any time within the one-year period following such acquisition, Parent, Purchaser preventing or any affiliate of disabling Parent or Purchaser shall acquire Common Stock (other than Acquisition from exercising the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseOption or otherwise performing its obligations or exercising its rights under this Section 3. (d) In the event Parent or Acquisition exercises the Option, Parent or Acquisition shall give written notice (the "Exercise Notice") to Shareholder prior to the Option Securities are acquired Expiration Date specifying the place and date (not later than ten (10) business days, nor earlier than one (1) business day, from the date of such notice) for the closing of such purchase. It shall be a condition precedent to the consummation of the purchase of the Option Shares that (i) the Exercise Notice shall be accompanied by Purchaser a copy of the Exercise Notice sent to the Other Shareholder with respect to the Option granted by him to Parent and Acquisition and (ii) Parent or Acquisition shall have consummated the purchase of al of the Other Option Shares from the Other Shareholder concurrently with the consummation of the purchase of all of the Shareholder Shares. Upon receipt of such notice, Shareholder shall take or cause to be taken all step necessary to effect the sale and delivery of the Shareholder Shares to Parent or Acquisition at the place and date specified in the notice. At the closing of the purchase of the Shareholder Shares by Parent or Acquisition, (i) Parent or Acquisition, as the case mat be, shall pay to Shareholder the aggregate Exercise Price for the Shareholder Shares by bank check or wire transfer and (ii) Shareholder will deliver or cause to be delivered to Parent or Acquisition, as the case may be, a certificate or certificates representing the Shareholder Shares, duly endorsed or accompanied by stock powers duly endorsed in blank; provided that the obligation of Shareholder to deliver the Shareholder Shares. (e) In the event of any adjustment in the number of Shareholder Shares pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisitionSection 7, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment appropriate and proportional adjustment shall be made by wire transfer to the per Share Exercise Price, such that the aggregate Exercise Price for all of same day funds to such account as Stockholder the Shareholder Shares shall designateremain constant.

Option. (ae) In order to induce For a period of thirty-six months (36) months from the Effective Date, Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby further grants to Purchaser an Algo Sub the irrevocable option (a the "SECURITIES OPTIONOption") to purchase acquire all right, title and interest in the Securities Specific Patent Rights. (f) During the "OPTION SECURITIES") at thirty-six month period following the Offer PriceEffective Date, subject Parent shall not license, exclusively, non-exclusively, or otherwise encumber in any manner, any of the Specific Patent Rights to increase as any third party without the prior written consent of Algo Sub. Should Algo Sub fail to exercise the Option to acquire the Specific Patent Rights prior to expiration of the option period, nothing herein shall be construed to prevent Parent from subsequently licensing, on a non-exclusive basis, any invention covered by the Specific Patent Rights hereunder to any other for the purpose of practicing any such invention. In the event Algo Sub elects not to exercise the Option, Algo Sub's non-exclusive license shall continue on the terms set forth below herein without modification. (g) Algo may exercise the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, at any time prior to the third year anniversary of the Effective Date by providing Parent written notice of its desire to Stockholder (as set forth below), exercise such Option. As full consideration for a period of ten (10) business days (the "10 DAY PERIOD") following termination exercise of the Merger Agreement or termination Option, Algo shall pay to Parent the sum of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either One Million Two Hundred Fifty Thousand Dollars (i$1,250,000) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised untilpayable as follows: (i) all waiting periods under an initial payment of Eighty Thousand Dollars ($80,000) upon the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase filing of the Securities upon such exercise shall have expired or been waived Patent Assignments (as defined below) with the United States Patent and any other conditions under the other Antitrust Laws shall have been satisfied Trademark Office and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise subject to Section XIV, eighteen monthly payments of Sixty Five Thousand Dollars ($65,000). After Parent's receipt of the Securities Option pursuant written notice and initial payment, Parent shall assist Algo Sub in every proper way to this Agreement; provided obtain, and from time to time enforce the Specific Patent Rights in any and all countries. To that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or orderend, Parent has executed the patent assignment, in each case on substantially the expiration of form attached hereto as Exhibit A (the 10 Day Period"Patent Assignment"), the 10 Day Period shall which Patent Assignment will be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periodsheld in trust by Blakely, Sokoloff, Xxxxxx, and Zafman and filed only following the written notice and initial payment referred to above. Parent will execute, verify and deliver such other documents and perform such other acts (Bincluding appearances as a witness) as Algo Sub may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Specific Patent Rights and the date of removal or lifting of such injunction or orderassignment thereof. Algo Sub shall reimburse Parent for its reasonable expenses incurred to comply with this provision. (bh) In Parent has executed the event that Purchaser wishes attached documents in Exhibit C for filing as public records to exercise the Securities put third parties on notice of this Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order to induce Parent and Purchaser to enter into negotiation of the Merger Agreement, Stockholder each Shareholder hereby grants to Purchaser an irrevocable option (a each, an "SECURITIES OPTIONOption") to purchase the Securities Shares beneficially owned by such Shareholder (the "OPTION SECURITIESOption Shares") at the Offer Pricea price equal to $12.00 per Share, subject to increase as set forth below (adjustment in the "PURCHASE PRICE")event of a stock-split, stock dividend or additional share issuance by the Company. The Securities Each Option granted by a Shareholder may be exercised, exercised in whole but or in part at any time after (i) sixty days from the date hereof if the Merger Agreement has not in part, been signed by written notice the Company and Purchaser; (ii) the occurrence of any event as a result of which Parent is entitled to Stockholder (as set forth below), for receive a period of ten (10) business days (the "10 DAY PERIOD") following termination of fee under the Merger Agreement or termination (iii) such time as such Shareholder shall have breached any of its agreements in the Offer, whichever Merger Agreement. (b) Each Option that becomes exercisable under Section 3(a) shall first occur; PROVIDED that, prior to such termination, either remain exercisable until the later of (i) a Trigger Event shall have occurred or the date that is 120 days after the date such Option becomes exercisable and (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) date that is 60 days after the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) date that all waiting periods under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxi-Trust Improvements Act of 1976, as amended (the "HSR ACTAct"), ) required for the purchase of the Securities Shares upon such exercise shall have expired or been waived and any other conditions under terminated; provided that if at the other Antitrust Laws shall have been satisfied and (ii) expiration of such period there shall not be in effect any preliminary injunction or other order issued by any federal, state, local or foreign governmental unit or agency (a "Governmental Entity Entity") prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day PeriodOption, the 10 Day Period exercise period shall be extended until five (5) business 60 days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of that no such injunction or order. (b) order is in effect. In the event that Purchaser wishes to exercise the Securities an Option, Purchaser shall send a written notice (to the "NOTICE") to Stockholder applicable Shareholder identifying the place and date (not less than two (2) nor more than five (5) ten business days from the date of the Noticenotice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order to induce Parent and Purchaser Merger Sub to enter into the Merger Agreement, Stockholder the Shareholder hereby grants to Purchaser Merger Sub an irrevocable option (a "SECURITIES OPTIONSecurities Option") to purchase the Securities 1,520,709 shares of Common Stock (the "OPTION SECURITIESExisting Securities," and together with any shares of Common Stock acquired by the Shareholder in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution, exercise of warrants, options or other rights to acquire Common Stock or in any other way, the "Securities") (the "Option Securities") at the Offer Price, subject to increase as set forth below $3.56 per share (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIODExercise Price") in cash upon the following termination of conditions: (i) if the Merger Agreement is terminated pursuant to Section 9.1(c)(iii) or termination of the Offer, whichever shall first occurSection 9.1(d)(ii) thereof; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) the Merger Agreement is terminated in accordance with Section 9.1(b)(i), Section 9.1(b)(iii), Section 9.1(d)(i) or Section 9.1(d)(iii) thereof and at any time after the date of this Agreement and prior to a termination under this subsection (A) ii), an Acquisition Proposal shall have been received by the Company and/or publicly announced or otherwise publicly communicated to the Company’s Shareholders generally and, prior to the 90th day after such termination, the Company shall have received enter into a written proposal from definitive agreement with respect to such Acquisition Proposal or such Acquisition Proposal is consummated; then, in any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoingcase, the Securities Option may not be exercised until: (i) all waiting periods under shall become exercisable, in whole or in part, upon the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act first to occur of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction event and remain exercisable in whole or order, in each case on part until the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business date which is 90 days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting occurrence of such injunction or order. (b) event. In the event that Purchaser Merger Sub wishes to exercise the Securities Option, Purchaser Merger Sub shall send a written notice (the "NOTICENotice") to Stockholder the Shareholder identifying the place and date (not less than two (2) nor more than five (5) business days 10 Business Days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer (i) against delivery of the Option Securities, against free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, Parent shall cause Merger Sub to make payment to Stockholder the Shareholder of the Purchase Price, in same day funds, aggregate price for the Option Securities by wire transfer of immediately available funds; and (ii) the Shareholder shall deliver to Merger Sub a duly executed certificate or certificates representing the number of Option Securities purchased from the Shareholder, together with transfer powers endorsed in blank relating to such account as Stockholder shall designate. (c) certificates. In the event that the Option Securities are acquired by Purchaser Merger Sub pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIESAcquired Securities") and), either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder Shareholder shall be entitled to receive, and Purchaser the Merger Sub shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to StockholderShareholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALESale") of all or any portion of the Acquired Securities within during the one-year period following such acquisition, term of this Agreement an amount per share in cash equal to 50% of the excess, if any, of difference between the net proceeds received per share in the Sale over and the Purchase Exercise Price. Any such payment The Merger Sub shall be made by wire transfer of same day funds only effect any Sale in an arms’ length bona fide transaction to such account as Stockholder shall designatean unaffiliated third party.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder Optionor hereby grants to Purchaser an irrevocable Holder the option (a "SECURITIES OPTION"the “Option”) to purchase from Optionor 1,500,000 shares of the Securities common stock of the Optionor (the "OPTION SECURITIES") at “Shares”), upon the Offer Price, subject to increase as conditions and terms set forth below (herein and in the "PURCHASE PRICE")Stock Option Plan. The Securities Option may be exercised, parties understand and agree that the Shares’ transferability is restricted in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) accordance with state and (C) at the time of such termination the Minimum Condition shall not have been satisfiedfederal laws. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option The Shares pursuant to this Agreement; provided Option shall vest as follows: 500,000 of the Shares shall vest immediately on the Effective Date and during the period from the Effective Date through the eighteen month anniversary of the Effective Date, the Option shall become vested with respect to an additional 166,666 shares for each full three month period that if Holder continues to be employed by the Company (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there provided, however, the final three month period of vesting shall be in effect any as to 166,670 shares such injunction or order, in each case that on the expiration eighteen month anniversary of the 10 Day PeriodEffective Date, the 10 Day Period full 1,500,000 shares shall be extended until five vested) (5) business days after once vested, the later Shares shall be deemed “Vested Shares”); provided, however, that the vesting on the Shares pursuant to this Option shall accelerate in full, and such Shares shall be fully vested and exercisable, upon a Change of (A) Control of the date Company. For purposes hereof, a “Change of expiration Control” shall mean the consummation of a reorganization, merger, share exchange, consolidation, or termination sale or disposition of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date substantially all of the Notice) for the closing of such purchase, which closing shall be held at the executive offices assets of the Company unless, in any case, the persons or entities who or which Beneficially Own the Voting Securities of the Company immediately before that transaction Beneficially Own, directly or indirectly, immediately after the transaction, at least 75% of the Voting Securities of the Company or any other corporation or other entity resulting from or surviving the transaction (including a corporation or such other place entity which, as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer result of the Option Securitiestransaction, against payment to Stockholder owns all or substantially all of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Voting Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (Company or all or substantially all of the "ACQUIRED SECURITIES") andCompany’s assets, either before directly or at any time within indirectly through one or more subsidiaries) in substantially the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess same proportion as their respective ownership of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase Voting Securities of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly Company immediately before that transaction (and capitalized terms as defined in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionExchange Act of 1934, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateamended).

Option. (a) In order On the terms and subject to induce the conditions set forth herein, the Stockholders hereby grant to Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities right, title and interest of the Stockholders in and to the Permissible Number of the Stockholders’ Shares (the "OPTION SECURITIESOptioned Shares") at with a price per share equal to the Offer Price. Parent may exercise the Option in whole, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below)if, for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offerbut only if, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate has acquired shares of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent common stock pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied Offer and (ii) the Stockholders have failed to tender into the Offer at least the Permissible Number of Shares or shall have withdrawn the tender of a number of Shares equal to or greater than the Permissible Number in breach of this Agreement. The Parent may exercise the Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that the Parent is entitled to and wishes to exercise the Option, the Parent shall send a written notice to Stockholders specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (60) days after the date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Entity is required in connection with the exercise of the Option or there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if Option, the period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option Securities are acquired by Purchaser purchase of Stockholders’ Optioned Shares pursuant to the exercise of the Securities Option (Option, simultaneously with the "ACQUIRED SECURITIES") andpayment by the Parent of the purchase price for Stockholders’ Optioned Shares, either before the Stockholders shall deliver, or at any time within cause to be delivered, to the one-year period following such acquisition, Parent, Purchaser or any affiliate of certificates representing the Optioned Shares duly endorsed to the Parent or Purchaser shall acquire Common Stock (accompanied by stock powers or other than from transfer documents duly executed by the Company) at a price Company in excess blank, together with any necessary stock transfer stamps properly affixed, free and clear of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseall Liens. (d) In The Parent, the event Purchaser or the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receive, deduct and Purchaser shall promptly (and in no event more than 48 hours following withhold from the consideration otherwise payable pursuant to this Section 1.6 to Stockholders such Sale) pay amounts as are required to Stockholder, upon any subsequent disposition, transfer be withheld under the Code or sale to an unaffiliated third party ("SALE") of all the Treasury Regulations thereunder or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateother Tax Law.

Option. (ai) In order At any time the Payee and USV agree or, (ii) in addition to induce Parent the rights provided to Payee in Article 5 above, after the occurrence of an Event of Default hereunder and Purchaser to enter into at any time thereafter, Payee will have the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIESOption") ), which may be exercised by any one or more of its Affiliates, to purchase and require USV to sell, or cause its Affiliates to sell, all of the Sears Leases (as defined in the Agreement), together with all related leasehold improvements, store fixtures, furniture and signage (collectively, the "Sears Assets"), at the Offer Price, subject to increase as set forth below a purchase price (the "PURCHASE PRICEOption Purchase Price"). The Securities Option may be exercised, in whole but not in part, by written notice ) equal to Stockholder the Fair Market Value (as set forth defined below)) of such Sears Assets. In addition, for a period if Payee elects to exercise the Option pursuant to clause (ii) above and the transactions contemplated by the Option are thereafter consummated after such exercise, the then term of ten (10) business days the Vision Care Agreement shall be extended pursuant to the terms of the letter agreement of even date herewith by and between USV and Xxxx Vision (the "10 DAY PERIODLetter Agreement") following termination amending the terms of the Merger Agreement Vision Care Agreement. The Option Price will be payable in cash upon consummation of such purchase; provided, however, that Payee, at its option, may set off, against such cash purchase price, all or termination any portion of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or the outstanding principal amount of this Note, together with any accrued interest thereon as of the consummation of the purchase of the Sears Assets, (ii) amounts due and owing under Sections 3.2 and 3.3 of the Agreement as of the consummation of the purchase of the Sears Assets, and (Aiii) amounts due and owing under the Company shall have received Vision Care Agreement, including, without limitation, any underreported amounts that give rise to a written proposal from right to terminate the Vision Care Agreement pursuant to Article 4.2 thereof, as of the consummation of the purchase of the Sears Assets; provided, further, that the aggregate amount of any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal set off pursuant to clause (iii) shall not have expired or been withdrawn, (B) exceed $400,000. The cash portion of the Merger Agreement shall have been terminated Option Purchase Price will be reduced by Parent pursuant such set-off amount. Any such set off will be applied to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at this Note in the time of such termination the Minimum Condition shall not have been satisfiedsame manner as any prepayment hereunder. Notwithstanding the foregoing, Xxxx and its Affiliates shall have the Securities Option may not be exercised until: (i) all waiting periods under right to use the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (frame sample inventory used at the "HSR ACT"), required for the purchase locations of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise Sears Leases for a period of 30 days after consummation of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderOption. (b) In the event that Purchaser wishes Payee desires to exercise the Securities OptionOption pursuant to Article 6(a)(ii) above, Purchaser shall send a Payee will provide written notice (the "NOTICEOption Notice") to Stockholder identifying USV of its determination to exercise the Option, which Option Notice shall become irrevocable 15 days prior to the closing of such Option subject to customary closing conditions, including without limitation, true and correct representations and warranties and no material adverse change. The Option Notice will describe (i) the Event of Default, (ii) subject to the last sentence of this Article 6(b), the approximate date on which Payee intends to exercise the Option (which may be as soon as practicable after the Fair Market Value is determined pursuant to Article 6(c)), (iii) the proposed structure of the transaction and (iv) the extension of the Vision Care Agreement pursuant to the terms of the Letter Agreement. Payee may provide an Option Notice at any time following the occurrence an Event of Default; provided, however, the Option may not less than two be consummated if Maker pays Payee the entire outstanding principal balance under this Note and all accrued interest thereon prior to Payee's delivery of the Option Notice and otherwise not until the earlier of (2i) nor more than five (5) business 90 days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices occurrence of the Company Event of Default, or (or ii) such other place earlier date as the parties may agree). At the closingUSV, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer on behalf of the Option SecuritiesMakers, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatemay agree to. (c) In For purposes of this Note, "Fair Market Value" means with respect to the event Sears Assets, the cash price in United States Dollars that an unrelated party would pay for the Sears Assets in light of all relevant factors, as applicable, including, without limitation, earnings, cash flow, return on investment, the terms of any relevant contracts, and the current market value of such assets, in an arm's length transaction in which neither party is compelled to buy or sell. If the Payee and USV agree to exercise the Option Securities are pursuant to Article 6(a)(i) above, then the Payee and USV shall negotiate in good faith to determine the applicable Fair Market Value. If the Payee exercises the Option pursuant to Article 6(a)(ii) above, then for a period of 20 days beginning on the date of the Option Notice, Payee and USV shall negotiate in good faith to determine the applicable Fair Market Value. If Payee and USV cannot agree on the Fair Market Value within such 20-day period, then each of Payee and USV shall jointly appoint, within 10 days after the end of such 20-day period, an investment banking firm, accounting firm or other firm with significant experience in the valuation of retail businesses and retail equipment and property, which firm shall be independent of Payee and USV and its Affiliates and specifically excluding the auditors of Payee and USV (each such firm, an "Appraiser"). If Payee and USV fail to agree upon an Appraiser within such 10-day period, each of Payee and USV shall engage its own Appraiser within 5 days thereafter to determine the Fair Market Value. The Appraisers selected by Payee and USV shall then select a third Appraiser within 10 days after their selection. Each Appraiser shall determine, in good faith, the Fair Market Value, within a period of 30 days from the date of their selection. Each Appraiser shall consider, among other factors, the following factors and shall describe in detail the use of each factor or the reason such Appraiser did not use a factor, if applicable, in the report in which such Appraiser sets forth Fair Market Value: (i) historical financial performance of the Sears Leases, with respect to the valuation of the leases, including earnings, cash flow and return on investment; and (ii) the current market value of used retail equipment and other property (including leasehold improvements, furniture and signage) with respect to the Sears Assets. Subject to the last sentence of this Article 6(c), the Fair Market Value shall be the numerical average of the Fair Market Values as determined by the three Appraisers. Payee and USV shall share the fees of the jointly appointed Appraiser, if such Appraiser is so jointly appointed. If Payee and USV fail to jointly appoint an Appraiser, Payee and USV shall each pay the fees of the Appraiser each appoints, and the cost of the third Appraiser shall be shared equally between Payee and USV. USV shall disclose and make available to all of the Appraisers all of the information regarding the Sears Assets as may be reasonably requested by such Appraisers in order to conduct and conclude their appraisals within the time periods set forth herein. Payee and USV shall each have the right to submit written materials and make an oral presentation to each Appraiser, subject to any requirements and limits that may be requested by such Appraiser so long as such requirements and limits apply equally to Payee and USV. Notwithstanding the foregoing, in no event shall the Fair Market Value of the Sears Assets as finally determined in accordance with this Article 6(c) after an Option exercise pursuant to Article 6(a)(i) or (ii) above, be less than 60% of the aggregate gross sales net of returns of Maker's Sears Optical stores being acquired by Purchaser pursuant to the exercise Option for the most recently completed trailing twelve month period prior to the date of the Securities Option Notice (the "ACQUIRED SECURITIESLTM Sales") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate greater than 80% of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseLTM Sales. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), At any time for a period of ten 12 months from the date hereof, the Tenant may exercise the Option in accordance with the following terms and conditions: (10a) business days Upon receipt by the Landlord of a bona fide and valid expression of interest from a third party that is not a Group Company in relation to a letting of the First Floor Premises (which the Landlord in its absolute discretion has deemed acceptable), the Landlord shall notify the Tenant in writing of the expression of interest including details of the commercial terms proposed (the "10 DAY PERIOD") following termination “Landlord’s Expression of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(bInterest Notice”), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In The Tenant shall then respond to the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice Landlord in writing within ten (the "NOTICE"10) to Stockholder identifying the date (not less than two (2) nor more than five (5) business working days from of the date of the Notice) for Landlord’s Expression of Interest Notice indicating if it intends to exercise the closing of such purchase, which closing shall be held at the executive offices Option and take a demise of the Company First Floor Premises (or such other place as the parties may agree“Tenant’s Option Notice”). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event that the Tenant decides not to issue the Tenant’s Option Securities are acquired by Purchaser pursuant Notice, the Tenant shall acknowledge this fact in writing to the exercise Landlord within ten (10) working days of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess date of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase Landlord’s Expression of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseInterest Notice. (d) In the event that the Tenant serves the Tenant’s Option Securities are acquired by Purchaser pursuant Notice on the Landlord in accordance with the provisions of this clause 3.1, the following provisions shall apply:- (i) Both the Landlord and the Tenant shall execute a supplemental lease in a form to be agreed between the parties reflecting the demise of the First Floor Premises (“Supplemental Lease”) within twenty one (21) days (or such longer period as may be agreed between the parties) after the service of the Tenant’s Option Notice. (ii) The Supplemental Lease shall be identical in form (in so far as is reasonably practicable) to the exercise Lease, shall be for a term of years commencing on the date of the Securities Option, Stockholder execution of the Supplemental Lease and expiring on the last day of the Term of the Lease and the rent payable per square metre thereunder shall be entitled agreed between the parties (both acting reasonably) as that reflecting the open market rent (as that phrase is commonly understood to receivemean) prevailing at that time. If there is any dispute in relation to the determination of open market rent for the purpose of this clause, an independent third party surveyor shall be appointed (on the agreement of both parties) to determine same acting as an expert and not as an arbitrator. (e) In the event that the Tenant does not issue the Tenant’s Option Notice and the expression of interest from the relevant third party does not result in the execution of a lease in favour of such third party, and Purchaser shall promptly further in the event that the Landlord subsequently receives a further valid and bona fide expression of interest from a further third party, the provisions of sub-clauses (a), (b) and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE"c) of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share this clause 3.1 shall also apply in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds relation to such account as Stockholder shall designatefurther expression of interest PROVIDED THAT such further expression of interest is also received within 12 months from the date hereof.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder The Company hereby grants to Purchaser an irrevocable Employee the option (a "SECURITIES OPTION") to purchase purchase, ------ on the Securities (the "OPTION SECURITIES") at the Offer Priceterms hereinafter set forth, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination _____________ shares of the Merger Agreement or termination Company's Common Stock at a price of $_________ per share during the Offer, whichever shall period beginning on the Commencement Date and ending on the first occur; PROVIDED that, prior to such termination, either occur of (i) a Trigger Event shall have occurred the Expiration Date or (ii) (A) the date on which the employment of Employee by the Company shall have received a written proposal from or any person of its Affiliates terminates for any reason; provided, however, that (a) if such employment terminates on or after the Commencement Date and on or before the Expiration Date, other than Parentby reason of Employee's retirement, Purchaser death or any affiliate of Parent or Purchaser for an Acquisition Transactiondisability, which proposal shall not have expired or been withdrawnthen Employee may exercise this option, (B) to the Merger Agreement shall have been terminated by Parent pursuant extent he was entitled to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) do so at the time date of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoingof employment, the Securities Option may not be exercised until: at any time within thirty (i30) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or such termination of all HSR Act waiting periods, and (B) but not after the date of removal or lifting of such injunction or order.Expiration Date; or (b) In if such employment terminates on or after the event that Purchaser wishes Commencement Date and on or before the Expiration Date by reason of Employee's becoming permanently and totally disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended), or by reason of amended), or by reason of Employee's death, then Employee (or Employee's legal representative, if Employee is legally incompetent), the executor or administrator of Employee's estate or anyone who shall have acquired this option by will or pursuant to the laws of descent and distribution may exercise this option, to the Securities Option, Purchaser shall send a written notice (the "NOTICE") extent Employee was entitled to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from do so at the date of such termination, at any time within one (1) year after such termination but not after the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate.Expiration Date; or (c) In if such employment terminates on or after the event Commencement Date and on or before the Option Securities are Expiration Date by reason of Employee's retirement, Employee may exercise this option, to the extent he was entitled to do so at the date of such retirement, at any time within three (3) years after the date of such retirement; provided, however, that if Employee shall die within such three-year period, then the executor or administrator of Employee's estate or anyone who shall have acquired this option by Purchaser will or pursuant to the laws of descent and distribution may exercise this option, to the extent Employee was entitled to do so at the date of the Securities Option (the "ACQUIRED SECURITIES") andhis death, either before or at any time within the one-year period first to expire of (i) two (2) years after the date of his death or (ii) three (3) years after the date of his retirement, but not after the Expiration Date in any event. Notwithstanding anything to the contrary herein, this option shall terminate immediately upon the termination of Employee's employment on account of fraud, dishonesty or the performance of other acts detrimental to the Company or an Affiliate, or if, following such acquisitionthe date of termination of Employee's employment, Parentthe Company determines that there is good cause to cancel this option. A transfer of employment among the Company and any of its Affiliates without interruption of service shall not be considered a termination of employment for purposes of this Agreement. The Stock Option Committee that administers the Plan shall have the authority to make, Purchaser in its sole discretion, any and all determinations that are required to be made in connection with this Agreement regarding the reasons for or circumstances of the termination of Employee's employment with the Company or any affiliate Affiliate, including but not limited to the determinations of Parent (1) whether Employee's employment by the Company or Purchaser shall acquire Common Stock (any of its Affiliates terminated by reason of Employee's retirement, death or disability or on account of fraud, dishonesty or the performance of other than from acts detrimental to the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased Company or whether there is good cause to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receivecancel this option, and Purchaser shall promptly (and in no event more than 48 hours following such increase2) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer what criteria or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excessrequirements, if any, should be applied in making the determinations described in clause (1) of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatethis sentence.

Option. If, within five (a5) In order years prior to induce Parent and Purchaser the expiration of the term of this Lease, the improvements shall be damaged or destroyed to enter into any extent greater than thirty percent (30%) of the Merger Agreementthen replacement value thereof, Stockholder hereby grants Lessee shall have the option within sixty (60) days from the date of such damage or destruction to Purchaser an irrevocable option terminate this Lease by giving not less than thirty (a "SECURITIES OPTION"30) to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by days written notice to Stockholder (as Authority of its election to so terminate this Lease. Upon the termination date set forth below)in said notice, for a period this Lease shall expire and terminate and Lessee shall thereupon make payment of ten (10) business days (all rent and other sums and charges payable by Lessee hereunder as justly apportioned to the "10 DAY PERIOD") following termination date of such termination; provided, however, that the total unpaid balance of any Imposition assessed or in:posed during the term of the Merger Agreement Lease that Lessee has elected to pay in installments shall be paid in full to Authority or termination of the Offer, whichever shall first occur; PROVIDED that, applicable taxing authority prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) . In the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time event of such termination the Minimum Condition Lessee shall not have been satisfiedbe required to repair the damage but shall, at the request of Authority raze the damaged or destroyed improvements and return the leased premises to proper grade and compaction and to a neat and clean condition and all net insurance monies payable as a result of such E damage or destruction shall, after payment therefrom of the cost of such razing, grading and compacting, subject to the claims of any approved Mortgagee, belong and be paid to Authority. Notwithstanding the foregoing, the Securities Option may . Lessee shall not be exercised until: entitled to exercise the aforesaid option (and any purported exercise thereof shall be void) H at the time such notice of termination is delivered to Authority (i) all waiting periods an Event of Default shall exist under this Lease, other than the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act duty to rebuild, or would exist with the giving of 1976notice or the passage of time, as amended (the "HSR ACT")or both such notice and passage of time, required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall is or are in force any subleases under this Lease previously agreed to in writing by Authority, as hereinafter provided, which will not expire upon or prior to the termination of this Lease pursuant to this Article XIII, or (iii) a Mortgage approved by Authority will be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or ordertermination. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities (the "OPTION SECURITIES") right, title and interest of Stockholder in and to Stockholder’s Securities, other than Stockholder’s Non-Tender Securities, at a price per share equal to the Offer Price. Parent may exercise the Option in whole, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by if, but only if, (i) Sub has acquired Shares pursuant to the Offer and (ii) Stockholder has failed to tender into the Offer any Shares other than Stockholder’s Non-Tender Securities or shall have withdrawn the tender of any Shares other than Stockholder’s Non-Tender Securities into the Offer. Parent may exercise the Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that Parent is entitled to and wishes to exercise the Option, Parent shall send a written notice to Stockholder specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (as set forth below)60) days after the date of such notice; provided that in the event that prior notification to, for a period of ten (10) business days (or approval of, any Governmental Entity is required in connection with the "10 DAY PERIOD") following termination exercise of the Merger Agreement Option or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if Option, the period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option purchase of Stockholder’s Securities are acquired by Purchaser other than Stockholder’s Non-Tender Securities pursuant to the exercise of the Option, simultaneously with the payment by Parent of the purchase price for Stockholder’s Securities, such Stockholder shall deliver, or cause to be delivered, to the Sub certificates representing Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of duly endorsed to Parent or Purchaser shall acquire Common Stock (accompanied by stock powers or other transfer documents duly executed by the Company in blank, together with any necessary stock transfer stamps properly affixed, free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever, other than from those arising under the securities laws or under the Company) at a price in excess of ’s governance documents or under any Registration Rights Agreement between the Purchase PriceCompany and Stockholder (collectively, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase“Liens”). (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise Without limitation of any provision of the Securities OptionMerger Agreement or the Annexes thereto, Stockholder each of Parent, Sub, the Surviving Corporation, the Paying Agent and the Company, as applicable, shall be entitled to receivededuct and withhold, and Purchaser shall promptly (/or cause to be deducted and in no event more than 48 hours following withheld, from any amounts payable or otherwise deliverable pursuant to this Section 1.6 such Sale) pay amounts as are required to Stockholderbe deducted or withheld under the Code, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion applicable provision of state, local or non-U.S. Tax Law. To the extent such amounts are so deducted or withheld, such amounts shall be (a) remitted by Parent, Sub, the Surviving Corporation, the Paying Agent, or the Company, as the case may be, to the applicable Governmental Entity and (b) treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid. Any transfer and similar Taxes imposed in connection with the transactions contemplated by this Agreement shall be for the account of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal person(s) to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds whom consideration is payable with respect to such account as Stockholder shall designatetransactions.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTIONSecurities Option") to purchase the Securities (the "OPTION SECURITIESOption Securities") at the ----------------- ----------------- Offer Price, subject to increase as set forth below (the "PURCHASE PRICEPurchase Price"). The -------------- Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIODDay Period") following termination of the Merger Agreement or termination of ------------- the Offer, whichever shall first occur; PROVIDED provided that, prior to such -------- termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), required for the purchase of the Securities ------- upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICENotice") to Stockholder ------ identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIESAcquired Securities") ------------------- and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALESale") of all or any portion ---- of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order to induce Parent and Purchaser to enter into At the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a the "SECURITIES OPTION") to purchase of either (i) each of the Securities Original Holders (which may be exercised only upon the written consent of both Original Holders) or (ii) the Borrower, exercised at any time before the first anniversary of the closing of the Debt Restructuring, this Agreement may be amended and restated such that IMPSAT shall be the borrower and the Borrower shall be the guarantor (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICEINDEBTEDNESS"). The Securities ; provided, however, that the Option may be exercisedexercised only if (a) the amendment and restatement of Term Loans would not, in whole but not the Original Holders' (in partthe case of an Option exercised by the Borrower) or the Borrower's (in the case of an Option exercised by the Original Holders) reasonable determination, by written notice to Stockholder be illegal, (b) the Borrower issues an unsubordinated senior guarantee of the Term Loans on substantially the same terms and conditions as set forth belowthe Guarantee (which will be valid, binding and enforceable under Brazilian law), for a period of ten (10c) business days (all Collateral supporting the "10 DAY PERIOD") following termination repayment by the Borrower of the Merger Agreement or termination Term Loans continues to secure the guarantee obligations of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting Borrower after the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at all related transactions in substantially the executive offices of same manner and with the Company (or such other place same priority as was the parties may agree). At the closing, Stockholder shall deliver case immediately prior to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant giving effect to the exercise of the Securities Option and the closing of such transactions (including, without limitation, the ability of the Lenders to transfer abroad the proceeds from any foreclosure proceeding), (d) the Borrower and IMPSAT obtain all necessary consents to the consummation of the Option as determined by each of IMPSAT and the Original Holders in their respective reasonable judgment (the "ACQUIRED SECURITIESOPTION CONSENTS"), (e)(i) andthe Borrower shall have received an opinion from an accounting, either before appraisal or at any time within investment banking firm of national standing as to the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from fairness to the Company) at a price in excess Borrower and IMPSAT of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase financial terms of the Acquired Securities has been completed at amendment and restatement of the time Term Loans for the Option Indebtedness from a financial point of such increase, Stockholder shall be entitled to receiveview, and Purchaser (ii) the Original Holders shall promptly (have received an opinion from Brazilian legal counsel to the Borrower as to the enforceability and in no event more than 48 hours following such increase) pay to Stockholderlegality of the transactions contemplated by the Option under Brazilian law, by wire transfer of same day funds to such account as Stockholder shall designateincluding, without limitation, the amount security interest on the Collateral, and confirmation that the Option and the Option Indebtedness will not constitute or be deemed a novation of the increase. Agreement, (df) the Original Holders are satisfied, in their sole discretion, that the Borrower will be permitted, under Central Bank regulations and all other applicable Brazilian law, to satisfy its obligations under the guarantee set forth in (b) above and the subordinated intercompany loan to be entered into between the Borrower and IMPSAT upon the close of the amendment and restatement contemplated by this Section after exercise of the Option and (g) the Original Holders are satisfied, in their sole discretion, that the Option or the Option Indebtedness shall not constitute or be deemed a novation of the Agreement under Brazilian law. In the event that either the Option Securities are acquired by Purchaser pursuant Original Holders or the Borrower exercises the Option, the Borrower and the Original Holders will mutually agree upon any modifications or amendments to the exercise terms of this Agreement that are necessary or appropriate to reflect the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and change in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of primary obligor under the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateTerm Loans.

Option. Commencing on the Effective Date and continuing until the date that is four (a4) In order to induce Parent months after the Commencement Date (the "Option Period"), and Purchaser to enter into provided no Event of Default has occurred under this Lease, Tenant shall have the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a the "SECURITIES OPTIONOption") to purchase lease not less than 3000 square feet on the Securities first floor of the Building, in a location reasonably acceptable to Landlord and Tenant, for the purpose of operating a first class retail coffee shop and bakery serving beverages, pastries and related item for "eat-in" and "take-out" service (the "OPTION SECURITIESCoffee Shop"). If Tenant desires to exercise the Option, Tenant shall notify Landlord thereof in writing no later than the last day of the Option Period. If Tenant fails to exercise the Option within the time period specified, Tenant shall been deemed to have waived the Option and this Section 31(a) at shall be void and of no further force or effect. If Tenant exercises the Offer PriceOption within the time period specified, subject Landlord and Tenant shall promptly proceed to increase as set forth below negotiate in good faith a lease for the Coffee Shop (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIODCoffee Shop Lease") following termination of the Merger Agreement or termination of the Offerwhich shall be on substantially identical terms to this Lease, whichever shall first occur; PROVIDED that, prior to such termination, either except as follows: (i) the use of the premises shall be solely for a Trigger Event shall have occurred or first class retail coffee shop and bakery serving beverages, pastries and related items for "eat-in" and "take-out" service, (ii) services provided by Landlord, and the corresponding operating expenses to be paid by Tenant, shall be adjusted as required for a retail food service operation (Aincluding, without limitation, reflecting that Tenant shall provide its own janitorial services for the Coffee Shop premises), and (iii) the Company parties shall have received a written proposal from any person make such other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) modifications as may be reasonably necessary to reflect the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase retail nature of the Securities upon such exercise shall have expired or been waived Coffee Shop Lease. If Landlord and any other conditions under Tenant do not enter into a mutually acceptable Coffee Shop Lease by the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting date that is the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later earlier of (A) the date twenty (20) Business Days after Tenant's exercise of expiration its Option under this Section 31(a), or termination of all HSR Act waiting periods, and (B) one hundred thirty-five (135) days after the date of removal or lifting of such injunction or order. (b) In Effective Date, then the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (as well as the "NOTICE"Right of First Offer set forth in Section 31(b) to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchasebelow, which closing shall be held at void and of no further force or effect and Landlord shall be free to lease the executive offices of the Company (space in question, or such any other place as the parties may agree). At the closingspace, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or any other party at any time within the one-year period following such acquisition, Parent, Purchaser or on any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased terms and conditions acceptable to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseLandlord. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. Provided Tenant is not in default hereunder, Tenant shall have an option to extend the Term of this Lease for one (a1) In order additional period (referred to induce Parent herein as “Extension Term”) of three (3) years; such Extension Term (if the option to extend is exercised) shall commence on the first day following the expiration of the Primary Term of this Lease and Purchaser Tenant’s option to enter into extend the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase Term of this Lease are contingent upon the Securities (following conditions being satisfied: 2.2.1 Tenant shall not be in default under the "OPTION SECURITIES") terms and conditions of this Lease at the Offer Pricetime Tenant elects to exercise such option, subject to increase as set forth below (and on the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by date upon which such option becomes effective; and 2.2.2 Tenant shall have given written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination Landlord of the Merger Agreement or termination exercise of such option no less than one hundred eighty (180) days prior to the expiration of the OfferPrimary Term. It is understood and agreed that time is of the essence in all provisions of this Lease. Further, whichever if Tenant fails to timely exercise the option to extend, then such option and rights to extend the Term of this Lease shall first occur; PROVIDED thatbe null, prior void and of no force and effect. 2.2.3 In the event Tenant effectively exercises such option to such terminationextend the Term of this Lease, either (i) a Trigger Event then all of the terms and provisions of this Lease applicable during the Primary Term hereof shall have occurred or (ii) (A) likewise be applicable during the Company shall have received a written proposal from any person other than ParentExtension Term, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised untilexcept: (i) all waiting periods under after the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase expiration of the Securities upon such exercise Extension Term (if the option to extend the Term is exercised) Tenant shall have expired or been waived and any other conditions under no further rights to extend the other Antitrust Laws shall have been satisfied Term of this Lease, and (ii) there the Rent (as herein defined) which shall not be due and payable, in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise advance, for each month of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there Extension Term shall be in effect any such injunction or order, in each case on Ten Thousand and No/100 Dollars ($10,000.00) multiplied by a fraction the expiration numerator of which is the Index Number of the 10 Day PeriodConsumer Price Index (as defined below) for April, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods2002, and (B) the date denominator of removal or lifting of such injunction or order. (b) In which is the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date Index Number of the NoticeConsumer Price Index for April, 1999. “CPI,” as that term is used herein, means the Consumer Price Index For All Urban Consumers (Houston, Texas) for the closing of such purchase, which closing shall be held at the executive offices of the Company Bureau of Labor Statistics of the U.S. Department of Labor (or such other place as the parties may agreefor which 1982-1984 is 100). At “Bureau” shall mean the closingU.S. Department of Labor, Stockholder shall deliver to Purchaser appropriate and effective instruments Bureau of transfer Labor Statistics, or any successor agency of the Option Securities, against payment United States that shall issue the indexes or data referred to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatethis Article 2.2. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. 3.1 Chemgenex hereby grants to Vernalis an irrevocable exclusive option (“Option”) to negotiate in good faith a Licence and Collaboration Agreement which will govern the terms of the future relationship of the Parties and will include terms relating to, but not limited to: (a) In order the grant to induce Parent Vernalis of an exclusive sub-licensable world-wide licence under Chemgenex’s interest in the Programme Intellectual Property and Purchaser Results and Chemgenex IP to enter into develop, use and otherwise exploit and commercialise the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option Programme Intellectual Property and the Results; (a "SECURITIES OPTION"b) to purchase timing and quantum of milestone payments; (c) royalty share on products; (d) IP protection costs and rights; and (e) Pro forma licence agreements 3.2 Vernalis may exercise the Securities (Option from the "OPTION SECURITIES") at date of expiry of the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), Extended Term and for a period of ten [*] days thereafter (10) business days (“The Option Period”). For the "10 DAY PERIOD") following termination avoidance of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoingdoubt, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued exercisable by any Governmental Entity prohibiting Vernalis if Vernalis has not exercised its right to extend the provision of Services under this Agreement for the Extended Term. 3.3 In consideration of the grant of the Option, Vernalis shall pay to Chemgenex [*] pounds (£[*]) on the date of exercise of the Securities Option pursuant to this Agreement; provided that if and a further [*] pounds (i£[*]) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination execution of all HSR Act waiting periodsthe License and Collaboration Agreement. 3.4 In the event; 3.4.1 that the Parties acting reasonably and with good faith have not executed a Licence and Collaboration Agreement within eighteen (18) months of the end of the Extended Term; or; 3.4.2 Vernalis does not exercise its Option during the Option Period; the Parties shall negotiate in good faith the terms of a licence to Chemgenex of Vernalis’ joint interest in the Results and Programme Intellectual Property. For the avoidance of doubt, unless and (B) until the date of removal or lifting Parties agree on the definitive terms of such injunction licence, Chemgenex shall have no right to use, licence or order. (b) In otherwise exploit in any way the event that Purchaser wishes to exercise Results or the Securities Option, Purchaser shall send a Programme Intellectual Property without Vernalis’ prior written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant consent except to the exercise of extent required to perform the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price Services in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseaccordance with this Agreement. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.