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or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such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.

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. In the event that the Purchaser wishes to exercise the Securities Option, the Purchaser shall send a written notice (the "Notice") to the Stockholder identifying the place and date (not less than two (2) nor more than ten (10) business days from the date of the Notice) for the closing of such purchase. (b) In the event the Option Securities are acquired by the Purchaser pursuant to the exercise of the Securities Option (the "Acquired Securities"), the Stockholder shall be entitled to receive, and the Purchaser shall promptly pay to the Stockholder, upon any subsequent disposition, transfer or sale ("Sale") of the Acquired Securities during the term of this Agreement an amount per share in cash equal to 50% of the difference between the net proceeds received per share in the Sale and the Purchase Price. The Purchaser shall only effect any Sale in an arms' length bona fide transaction to an unaffiliated third party. 4.

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 the right to retain and transfer to its own name the number of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) Unreleased Shares being repurchased by 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 orderCompany.

Option. Buyer shall be entitled to, and Seller hereby grants to Buyer an option, on the terms and conditions set forth in this Section 8 (the “Marks Purchase Option”), to purchase the Marks from Seller at a price equal to the Marks Purchase Price. Buyer shall have the right to exercise the Marks Purchase Option at any time during the Term prior to the earlier of: (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option Expiration Date; or (a "SECURITIES OPTION"b) to purchase the Securities date on which the Exclusive Period under the Retail TLA ends (the "OPTION SECURITIES") at “Marks Purchase Option Period”). To exercise the Offer PriceMarks Purchase Option, subject Buyer shall deliver to increase as set forth below Seller during the Marks Purchase Option Period notice in writing of its intention to exercise the Marks Purchase Option (the "PURCHASE PRICE"“Exercise Notice”), and upon receipt thereof by Seller, the Marks Purchase Price will be determined as described in Section 8.1. The Securities Option may If the Marks Purchase Price is determined by the Averaged Method, then Buyer shall have 10 days after the receipt of the report of the Second Appraiser in which to notify Seller in writing if Buyer intends to revoke its Exercise Notice. If Buyer revokes the Exercise Notice, it shall be exercisedresponsible for the payment of both the Appraiser and the Second Appraiser, and the Marks Purchase Price established by the Averaged Method shall be in whole but not in parteffect for 1 year after Buyer revokes its Exercise Notice such that if Buyer delivers an Exercise Notice again within that 1-year period, by written notice to Stockholder the Marks Purchase Price shall be the already established sum. If Buyer and Seller mutually agree upon the Marks Purchase Price (as set forth belowprovided in Section 8.1), for a period of ten (10) business days (or the "10 DAY PERIOD") following termination of Marks Purchase Price is established by the Merger Agreement or termination of Averaged Method and Buyer doesn’t revoke the OfferExercise Notice, whichever shall first occur; PROVIDED that, prior then Buyer and Seller will negotiate in good faith to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a reach and execute 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 untilagreements documenting: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase conveyance 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 Marks to Buyer; (ii) retained licenses by Seller necessary to continue to operate its businesses other than the Retail Station Business and the Home Heat Business using the Marks; (iii) if there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise has been a [*.*] that includes [*.*] of the Securities Option pursuant [*.*], retained licenses by Seller necessary 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 ordercontinue to [*.*] the [*.*] thereof, in each case on per the expiration terms of the 10 Day Period[*.*], the 10 Day Period shall be extended until five (5) business days after the later as modified as of (A) the date of expiration or termination of all HSR Act waiting periods, that the Marks Purchase Option is exercised; and (Biv) other agreements that are necessary in light of the date use of removal or lifting of such injunction or orderthe Marks by both Buyer and Seller at that time.

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; provided further that in no event shall the 45 Day Period be extended beyond June 30, 1997. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written notice (the "Notice") to the Shareholder identifying the place and date (not less than two nor more than 10 business days from the date of the Notice) for the closing of such purchase. 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 Shares, Parent shall, to the extent permitted by law, seek to purchase all of the remaining shares of Company Common Stock outstanding at the Purchase Price pursuant to a merger and/or tender offer.

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 right to retain and transfer to its own name the number of removal or lifting of such injunction or orderUnreleased Shares being repurchased by XXXXXXX.

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 such termination, at any time within one year after such termination but not after the expiration of the ten-year period; and provided further that if said employment terminates less than ten years from the date hereof by reason of Employee’s death, then the executor or termination administrator of all HSR Act waiting periodsEmployee’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, and (B) to the extent Employee was entitled to do so on the date of removal his death, at any time within one year after such death but not after the expiration of the ten-year period. Anything to the contrary herein notwithstanding, the option granted hereunder shall terminate immediately upon the Employee’s termination of employment on account of fraud, dishonesty or lifting the performance of such injunction other acts detrimental to the Company. A transfer of employment without interruption of service between or orderamong 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 qualify as an incentive stock option as defined in Internal Revenue Code Section 422.

Option. THIS OPTION AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER: (aA) In order THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION S PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THIS OPTION MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS OPTION MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE OPTION NOR THE UNDERLYING STOCK MAY BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF REGULATION S AND OTHER LAWS OR PURSUANT TO REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THIS OPTION OR THE SECURITIES TO BE ISSUED UPON ITS EXERCISE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. To Purchase 500,000 Shares of Common Stock DATA CALL TECHNOLOGIES, INC. This certifies that, for value received, the hereafter named registered owner is entitled, subject to induce Parent the terms and Purchaser to enter into conditions of this Option, until the Merger Agreementexpiration date, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities number of shares (the "OPTION SECURITIES"“Shares”) set forth above of the common stock (“Common Stock”), of DATA CALL TECHNOLOGIES, INC. (the “Company”) from the Company 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 purchase price per share hereafter set forth below), on delivery of this Option to the Company with the exercise form duly executed and payment of the purchase price (in cash or by certified or bank cashier’s check payable to the order of the Company) for each Share purchased. This Option is subject to the terms of the Option Agreement between the parties thereto dated as of January 29, 2007, the terms of which are hereby incorporated herein. Reference is hereby made to such Option Agreement for a period of ten (10) business days (the "10 DAY PERIOD") following termination further statement of the Merger Agreement or termination rights of the Offerholder of this Option, whichever shall first occur; PROVIDED thatincluding, prior but not limited 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 dates 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 this Option as described in 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 3 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.

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 Stock 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 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 hereof, or (ii) (A) when Employee ceases to be an employee of the Company shall have received a written proposal and its subsidiaries for any reason; provided, however, that, if said cessation occurs less than ten years from any person the date hereof other than Parentby reason of death or disability, Purchaser or then Employee may exercise this option at any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall time within three months after such cessation but 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 the 10 Day Periodten-year period; provided further, that, if said cessation occurs less than ten years from the date hereof by reason of Employee becoming permanently and totally disabled (within the meaning of Section 22(e) (3) of the Internal Revenue Code of 1986, as amended), the 10 Day Period shall be extended until five Employee or legal representative (5if Employee is legally incompetent) business days may exercise this option at any time within one year after such cessation but not after the later expiration of (A) the ten-year period; and provided further, that, if said cessation occurs less than ten years from the date hereof by reason of Employee’s death, then 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 at any time within one year after such death but not after the expiration of the ten-year period. Anything to the contrary herein notwithstanding, the option granted hereunder shall terminate immediately upon the Employee’s cessation to be an Employee on account of fraud, dishonesty or the performance of any other act detrimental to the Company. A transfer of employment without interruption of service between or among the Company or any of its subsidiaries shall not be considered a termination of all HSR Act waiting periods, and (B) the date employment for purposes of removal or lifting of such injunction or orderthis Agreement.

Option. THIS OPTION AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER: (aA) In order THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION S PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THIS OPTION MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS OPTION MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE OPTION NOR THE UNDERLYING STOCK MAY BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF REGULATION S AND OTHER LAWS OR PURSUANT TO REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THIS OPTION OR THE SECURITIES TO BE ISSUED UPON ITS EXERCISE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. To Purchase [______] Shares of Common Stock GENERATION ZERO GROUP, INC. This certifies that, for value received, the hereafter named registered owner is entitled, subject to induce Parent the terms and Purchaser to enter into conditions of this Option, until the Merger Agreementexpiration date, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities number of shares (the "OPTION SECURITIES"“Shares”) set forth above of the common stock (“Common Stock”), of GENERATION ZERO GROUP, INC. (the “Company”) from the Company 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 purchase price per share hereafter set forth below), on delivery of this Option to the Company with the exercise form duly executed and payment of the purchase price (in cash, via certified or bank cashier’s check payable to the order of the Company, or in shares of the Company’s common stock in the event of a cashless exercise) for each Share purchased. This Option is subject to the terms of the Option Agreement between the parties thereto dated as of [________________], to be effective [________________], the terms of which are hereby incorporated herein. Reference is hereby made to such Option Agreement for a period of ten (10) business days (the "10 DAY PERIOD") following termination further statement of the Merger Agreement or termination rights 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 holder 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 orderOption.

Option. If a Management Member's or Additional Employed ------ Member's relationship with the Company or any Portfolio Company is terminated (aincluding termination of the Engagement or termination of any employment agreement with a Portfolio Company for any reason) In order (such terminated Management Member or Additional Employed Member being hereinafter referred to induce Parent as the "Terminated Management/Employed Member"), then the Class A Members (other than ------------------------------------- the Management Members and Purchaser the Additional Employed Members) or any Affected Member, other than Alta (unless the exercise of such Purchase Option by Alta would cause the Company to enter into violate the Merger Agreementforeign ownership limitations of Section 310(b) of the Communications Act, Stockholder hereby grants provided that the limitation of such Purchase Option shall be limited only to Purchaser an irrevocable the extent necessary to prevent such violation) and/or their designee(s) (the "Purchasing Members") shall have the option (a the ------------------ "SECURITIES OPTIONPurchase Option") to purchase and, if the Securities option is exercised, such Terminated --------------- Management/Employed Member (or his executor or the administrator of his estate or the Person or Persons who acquired part or all of such Member's Purchasable Interests (as defined below) by bequest or inheritance in the event of the death of the holder, or the holder's legal representative in the event of the holder's incapacity and collectively with such Member and any direct or indirect transferee of such Member) (hereinafter, the "OPTION SECURITIESGrantor") shall sell to the Purchasing Members all or any portion (at the Offer Price, subject to increase ------- Purchasing Members' option) of such Member's Class B Interests then held by the Grantor (other than any interest simultaneously forfeited as set forth below (the "PURCHASE PRICEa result of such termination)("Purchasable Interests"). 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.---------------------

Option. (ai) In order If the Closing has not occurred on or prior to induce Parent September 30, 2006 (the “Backstop Termination Date”), for any reason whatsoever, other than a material breach hereunder by the Standby Purchasers or failure of the closing condition specified in Section 9(a)(iv), or (ii) if the Company terminates this Agreement prior thereto other than as a result of a material breach hereunder by the Standby Purchasers or (iii) if the Standby Purchasers terminate this Agreement prior thereto (other than pursuant to Section 11(a)(ii) hereof) in accordance with the terms hereof (such dates in clauses (i), (ii) and (iii) above referred to as the “Termination Date”), each Standby Purchaser to enter into shall have 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), Additional Subscription Shares for a period of ten (10) business days Business Days following the Termination Date (the "10 DAY PERIOD"“Option Period”) following termination upon delivery of written notice to the Merger Agreement or termination Company. If the stockholders 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 approved the Rights Offering and the transactions contemplated hereby, the Standby Purchasers may elect to purchase any person other than Parentor all of the Additional Subscription Shares (the “Complete Option”), Purchaser or any affiliate at the Subscription Price. If the stockholders of Parent or Purchaser for an Acquisition Transaction, which proposal the Company shall not have expired or been withdrawnapproved the Rights Offering and the transactions contemplated hereby, the Standby Purchasers may elect to purchase a portion of the Additional Subscription Shares equal to up to 19.9% of the issued and outstanding Common Stock (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b“Partial Option”), 8.01(d)(ii), 8.01(f) or 8.01(g) at a purchase price of $4.50 per share. It is understood 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: agreed that (i) all waiting periods under with respect to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Partial Option, as amended (Tontine shall have the "HSR ACT"), required for the option to purchase 50% of the Securities upon such exercise Additional Subscription Shares and Lxxx Mxxxx shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied option to purchase 50% of the Additional Subscription Shares and (ii) there with respect to the Complete Option, Tontine shall not be in effect any preliminary injunction or have the option to purchase 60% of the Additional Subscription Shares and Lxxx Mxxxx shall have the option to purchase 40% of the Additional Subscription Shares pursuant to this Section 3, provided that Tontine and Lxxx Mxxxx reserve the right to agree between each other order issued by any Governmental Entity prohibiting to reallocate the percentage of the Additional Subscription Shares that they shall each purchase upon exercise of the Securities Complete 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 orderPartial Option, in each as the 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 ordermay be.

Option. THIS OPTION AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER: (aA) In order THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION S PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THIS OPTION MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS OPTION MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE OPTION NOR THE UNDERLYING STOCK MAY BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF REGULATION S AND OTHER LAWS OR PURSUANT TO REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THIS OPTION OR THE SECURITIES TO BE ISSUED UPON ITS EXERCISE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. To Purchase 1,250,000 Shares of Common Stock DATA CALL TECHNOLOGIES, INC. This certifies that, for value received, the hereafter named registered owner is entitled, subject to induce Parent the terms and Purchaser to enter into conditions of this Option, until the Merger Agreementexpiration date, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities number of shares (the "OPTION SECURITIES"“Shares”) set forth above of the common stock (“Common Stock”), of DATA CALL TECHNOLOGIES, INC. (the “Company”) from the Company 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 purchase price per share hereafter set forth below), on delivery of this Option to the Company with the exercise form duly executed and payment of the purchase price (in cash or by certified or bank cashier’s check payable to the order of the Company) for each Share purchased. This Option is subject to the terms of the Option Agreement between the parties thereto dated as of January 29, 2007, the terms of which are hereby incorporated herein. Reference is hereby made to such Option Agreement for a period of ten (10) business days (the "10 DAY PERIOD") following termination further statement of the Merger Agreement or termination rights of the Offerholder of this Option, whichever shall first occur; PROVIDED thatincluding, prior but not limited 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 dates 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 this Option as described in 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 3 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.

Option. (a) In order At any time prior to induce Parent expiration of the Exclusivity Period, Tavex shall have the right 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 SECURITIESOPTION"), 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) at to TAG LUX to the Offer Pricedomicile indicated next to TAG LUX's signature hereunder, subject to increase as set forth below cause the release and discharge xx the Liens on the Collateral by paying to TAG LUX an amount of U.S. $17'750,000.00 (SEVENTEEN MILLION SEVEN HUNDRED FIFTY THOUSAND U.S. DOLLARS) (the "PURCHASE PRICEPAYOFF AMOUNT"). The Securities Option , through a bank draft payable to TAG LUX issued by the London branch of a European or Mexican bank of recognized standing (which may be exercised, in whole but not in part, by written notice to Stockholder (as set forth belowthe London branch of BBVA Financial Group), for a period of ten (10) business days (on the "10 DAY PERIOD") following termination same day that Tavex exercises the Option. If Tavex exercises the Option, TAG LUX shall accept the payments referred to above from Tavex. Upon receipt 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 untilPayoff Amount: (i) all waiting periods under Liens on the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Collateral and the Obligations shall forever terminate, 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 TAG LUX forgives and waives any preliminary injunction remaining claim that TAG LUX (or other order issued by any Governmental Entity prohibiting the exercise of its Affiliates) may have over assets of the Securities Option pursuant Sellers or over any installation built in the lots owned by the Sellers and that are to this Agreementbe purchased by Tavex (or one of its Affiliates); provided that if and (iiii) all HSR Act waiting periods TAG LUX shall not have expired execute on such date such documents (including public deeds granted before a notary public) and take such further actions on or been terminated after such date as reasonably requested by Tavex or (ii) there shall be in effect any such injunction or order, in each case on the expiration Sellers to provide for the full release and discharge of the 10 Day Period, Liens and the 10 Day Period shall be extended until five other matters referred to herein. Tavex agrees to pay all filing fees and other costs incurred in cxxxxxtion with the release of the Liens. TAG LUX and the Sellers hereby covenant for the benefit of Tavex to perform any and all actions and to enter into such agreements and/or other instruments (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.including public deeds granted before a notary

Option. (a) In order (i) 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.

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 481,629 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 $3.56 per share in cash upon the Offer Price, subject to increase as set forth below following conditions: (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 (10i) business days (the "10 DAY PERIOD") following termination of 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 shall become 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 90 days after the date of the occurrence of such event. In the event that Merger Sub wishes to exercise the Securities Option, Merger Sub shall send a written notice (the "Notice") to the Shareholder identifying the place and date (not be exercised until: less than two nor more than 10 Business Days from the date of the Notice) for the closing of such purchase. At the closing, (i) against delivery of the Option Securities, free and clear of all waiting periods under liens, claims, charges and encumbrances of any kind or nature whatsoever, Parent shall cause Merger Sub to make payment to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Shareholder of 1976, as amended (the "HSR ACT"), required aggregate price for the purchase Option Securities by wire transfer 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 immediately available funds; and (ii) there the Shareholder shall not be 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 effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant blank relating 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 ordercertificates.

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 shall become 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 90 days after the date of the occurrence of such event. In the event that Merger Sub wishes to exercise the Securities Option, Merger Sub shall send a written notice (the "Notice") to the Shareholder identifying the place and date (not be exercised until: less than two nor more than 10 Business Days from the date of the Notice) for the closing of such purchase. At the closing, (i) against delivery of the Option Securities, free and clear of all waiting periods under liens, claims, charges and encumbrances of any kind or nature whatsoever, Parent shall cause Merger Sub to make payment to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Shareholder of 1976, as amended (the "HSR ACT"), required aggregate price for the purchase Option Securities by wire transfer 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 immediately available funds; and (ii) there the Shareholder shall not be 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 effect any preliminary injunction or other order issued blank relating to such certificates. In the event that the Option Securities are acquired by any Governmental Entity prohibiting Merger Sub pursuant to 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 the "Acquired Securities"), the Shareholder shall be entitled to receive, and the Merger Sub shall promptly pay to the Shareholder, upon any subsequent disposition, transfer or sale ("Sale") of the Acquired Securities during the term of this Agreement an amount per share in cash equal to 50% of the difference between the net proceeds received per share in the Sale and the Exercise Price. The Merger Sub shall only effect any such injunction or order, Sale 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 orderan arms’ length bona fide transaction to an 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 as to 166,670 shares such that on the eighteen month anniversary of the Effective Date, the full 1,500,000 shares shall be vested) (once vested, the Shares shall be deemed “Vested Shares”); provided, however, that the vesting on the Shares pursuant to this Option shall accelerate in effect any full, and such injunction Shares shall be fully vested and exercisable, upon a Change of Control of the Company. For purposes hereof, a “Change of Control” shall mean the consummation of a reorganization, merger, share exchange, consolidation, or ordersale or disposition of all or substantially all of the assets of the Company unless, in each case on any case, the expiration persons or entities who or which Beneficially Own the Voting Securities of the 10 Day PeriodCompany immediately before that transaction Beneficially Own, the 10 Day Period shall be extended until five (5) business days directly or indirectly, immediately after the later transaction, at least 75% of the Voting Securities of the Company or any other corporation or other entity resulting from or surviving the transaction (Aincluding a corporation or other entity which, as the result of the transaction, owns all or substantially all of the Voting Securities of the Company or all or substantially all of the Company’s assets, either directly or indirectly through one or more subsidiaries) in substantially the date same proportion as their respective ownership of expiration or termination the Voting Securities of all HSR the Company immediately before that transaction (capitalized terms as defined in the Securities Exchange Act waiting periodsof 1934, and (B) the date of removal or lifting of such injunction or orderas amended).

Option. Subject to the provisions hereof, the Buyer shall have the right but not the obligation to acquire and the Seller shall have the obligation to transfer all of its right, title and interest in the Leased Property; provided, that, at the time of the consummation of the closing of the transfer of the Leased Property (the "Closing"), subject to Sections 10.1 and 11.1 hereof, (a) In order the Seller shall have fulfilled all of its obligations hereunder with respect to induce Parent the Leased Property and Purchaser all conditions precedent to enter into the Merger Agreement, Stockholder hereby grants Seller's obligations to Purchaser an irrevocable option consummate the Closing set forth in Section 11 of this Agreement shall be satisfied or waived and (a "SECURITIES OPTION"b) all of the conditions precedent to purchase the Securities Buyer's obligation to consummate the Closing set forth in Section 10 of this Agreement shall be satisfied or waived (the "OPTION SECURITIES"matters referred to in the foregoing clauses (a) at the Offer Price, subject and (b) are collectively referred to increase herein as set forth below (the "PURCHASE PRICEClosing Conditions"). The Securities Buyer's right to acquire the Seller's interest in the Leased Property relating thereto (the "Option may Right") shall be exercisedexercisable, in whole but upon not in part, by written notice to Stockholder (as set forth below), for a period of less than ten (10) business days days' prior written notice (the "10 DAY PERIODOption Notice") following termination during the Exercise Period. Once given, the Option Notice shall be irrevocable. Subject to the provisions of Section 12 hereof, the Merger Agreement or termination of Closing shall occur on the Offerspecific date designated by the Buyer in the Option Notice, whichever which date shall first occur; PROVIDED that, prior to such termination, either be (i) a Trigger Event shall have occurred or (ii) (A) within 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 Exercise Period 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 no earlier than ten (i10) 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 date that the Option Notice is received by the Seller and no later of than thirty (A30) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderdays thereafter.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder Optionor hereby grants to Purchaser an irrevocable Optionee the exclusive right and option (a "SECURITIES OPTION"the “Option”) to purchase the Securities Property at any time from and after the June 9, 2004 through June 9, 2006 (the "OPTION SECURITIES"“Option Period”). If Optionee exercises the Option, then on the Closing Date (as hereinafter defined), Optionor shall sell, assign, transfer and convey to Optionee and Optionee shall purchase from Optionor all of Optionor’s right, title and interest in and to: (a) at the Offer PriceLand, and all other improvements located therein and associated therewith which are owned by Optionor, subject only to increase the Permitted Exceptions (as set forth below hereinafter defined); (b) all easements, covenants and other rights appurtenant to the Land; (c) to the extent assignable by Optionor, all permits, approvals, variances, rights, benefits, privileges and licenses (collectively, “Approvals”) issued in connection with the development, use and operation of the Land; and (d) to the extent assignable by Optionor, and to the extent in Optionor’s possession or control, all plans, specifications, drawings, site plans, blueprints, surveys, reports and studies performed in connection with the investigation of the Land and the issuance of the Approvals (the "PURCHASE PRICE"“Due Diligence Materials”). The Securities Land, together with the interests described in subsections (a) through (d) herein shall be referred to collectively as the “Property”. The Option may be exercised, in whole but shall automatically terminate if 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 exercised on 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 Option Period. This Agreement and the Option shall terminate upon closing of any purchase contract between Optionor and HQ (the “First Offer Contract”) pursuant to the right of first offer provided for in Section 13 of the Purchase Contract, provided, however, during the 10 Day pendency of the First Offer Contract, Optionee may not exercise the Option but the Option Period shall automatically be extended until five (5) business days after during the later of (A) period between the date of expiration or termination of all HSR Act waiting periods, the First Offer Contract and (B) the closing date of removal or lifting of such injunction or orderunder the First Offer Contract.

Option. (a) In order to induce Parent and Purchaser Sub to enter into the Merger Agreement, the Stockholder hereby grants to Purchaser Sub an irrevocable option (a "SECURITIES OPTIONStock Option") to purchase the Securities Shares (the "OPTION SECURITIESOption Shares") at the Offer Price, subject to increase as set forth below an amount (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 PERIODPurchase Price") following termination of equal to $21.50 per Share. If (i) the Merger Agreement is terminated in accordance with Section 8.01(c) or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (iSection 8.01(d) 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(b), 8.01(d)(ii), 8.01(f) or 8.01(g8.01(b)(i) and (Cx) the Stockholder shall have breached the agreements set forth in Section 2(a) hereof or (y) at the time of such termination termination, the Minimum Tender Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Stock Option may not be exercised untilshall, in any such case, become 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 120 days after the date of the occurrence of such event (the "120 Day Period"), so long as: (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 Option Shares 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 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 10 120 Day Period, the 10 120 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, and (B) the date of removal or lifting of such injunction or order. In the event that Sub wishes to exercise the Stock Option, Sub shall send a written notice (the "Notice") to the Stockholder identifying the place and date (not less than two nor more than 10 business days from the date of the Notice) for the closing of such purchase.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder Lessor hereby grants to Purchaser Lessee an irrevocable option (a the "SECURITIES OPTIONOption") to purchase the Securities (Leased Property pursuant to the "OPTION SECURITIES") at terms of this Article for the Offer PricePurchase Price provided in Section 6.2; provided, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercisedhowever, 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 Lessee shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent right to purchase the Leased Property pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and the Option unless (Ci) at the time of such termination exercise of the Minimum Condition shall not have been satisfied. Notwithstanding Option and the foregoing, time of the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act closing of 1976, as amended (the "HSR ACT"), required for the Lessee's purchase of the Securities upon such Leased Property, an Event of Default as a result of failure to pay any Lease Payment does not exist under this Lease, (ii) at the time of exercise shall have expired or been waived of the Option and the time of the Option Closing, the Other Lease is in full force and effect and an "Event of Default" as a result of failure to pay any other conditions "Lease Payment" thereunder does not exist under the other Antitrust Laws Other Lease, (iii) contemporaneous with Lessee's exercise of the Option, the Other Lessee exercises its option to purchase the Other Leased Property pursuant to the Other Lease Option, and (iv) contemporaneous with Lessee's purchase of the Leased Property pursuant to the Option, the Other Lessee purchases the Other Leased Property pursuant to the Other Lease Option. If the Other Lessee is ready, willing and able to exercise the Other Lease Option, but is unable to lawfully do so because an order, writ, injunction or decree shall have been satisfied entered into and (ii) there shall not be in effect by a court of competent jurisdiction that restrains or enjoins the "Option Closing" under the Other Lease (other than as a result of any preliminary injunction claim or other order issued by any Governmental Entity prohibiting Action under the exercise HSR Act) under circumstances which would cause a reduction in the Lease Payments under Section 5.1 of this Lease, but the Option Closing under this Lease is not restrained or enjoined, then clauses (ii), (iii) and (iv) of the Securities Option pursuant to preceding sentence and the provisions of this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there Article 6 requiring a contemporaneous closing and purchase by Lessee of the Leased Property and by the Other Lessee of the Other Leased Property shall be suspended and inapplicable as long as such restriction regarding the "Option Closing" under the Other Lease is 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 ordereffect.

Option. (ai) In order If the Closing has not occurred on or prior to induce Parent September 30, 2006 (the “Backstop Termination Date”), for any reason whatsoever, other than a material breach hereunder by the Standby Purchasers or failure of the closing condition specified in Section 9(a)(iv), or (ii) if the Company terminates this Agreement prior thereto other than as a result of a material breach hereunder by the Standby Purchasers or (iii) if the Standby Purchasers terminate this Agreement prior thereto (other than pursuant to Section 11(a)(ii) hereof) in accordance with the terms hereof (such dates in clauses (i), (ii) and (iii) above referred to as the “Termination Date”), each Standby Purchaser to enter into shall have 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), Additional Subscription Shares for a period of ten (10) business days Business Days following the Termination Date (the "10 DAY PERIOD"“Option Period”) following termination upon delivery of written notice to the Merger Agreement or termination Company. If the stockholders 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 approved the Rights Offering and the transactions contemplated hereby, the Standby Purchasers may elect to purchase any person other than Parentor all of the Additional Subscription Shares (the “Complete Option”), Purchaser or any affiliate at the Subscription Price. If the stockholders of Parent or Purchaser for an Acquisition Transaction, which proposal the Company shall not have expired or been withdrawnapproved the Rights Offering and the transactions contemplated hereby, the Standby Purchasers may elect to purchase a portion of the Additional Subscription Shares equal to up to 19.9% of the issued and outstanding Common Stock (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b“Partial Option”), 8.01(d)(ii), 8.01(f) or 8.01(g) at a purchase price of $4.50 per share. It is understood 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: agreed that (i) all waiting periods under with respect to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Partial Option, as amended (Tontine shall have the "HSR ACT"), required for the option to purchase 50% of the Securities upon such exercise Additional Subscription Shares and Xxxx Xxxxx shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied option to purchase 50% of the Additional Subscription Shares and (ii) there with respect to the Complete Option, Tontine shall not be in effect any preliminary injunction or have the option to purchase 60% of the Additional Subscription Shares and Xxxx Xxxxx shall have the option to purchase 40% of the Additional Subscription Shares pursuant to this Section 3, provided that Tontine and Xxxx Xxxxx reserve the right to agree between each other order issued by any Governmental Entity prohibiting to reallocate the percentage of the Additional Subscription Shares that they shall each purchase upon exercise of the Securities Complete 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 orderPartial Option, in each as the 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 ordermay be. Section 4.

Option. (a) In order On or prior to induce Parent and Purchaser to enter into June 30, 2008, the Merger Agreement, Stockholder hereby grants to Purchaser Company will grant the Executive an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase 5,546 shares (the “Option Shares”) of the Company’s Series C-1 Convertible Preferred Stock at an exercise price equal to $1,000.00 per Option Share. The Company’s Series C-1 Convertible Preferred Stock shall be issued pursuant to a Certificate of Designations in the form attached hereto as Exhibit A, which the Company covenants shall be duly approved prior to the issuance of the Option. The Option Shares shall be governed by a stock option agreement containing the terms set forth in Exhibit B hereto and such other reasonable and customary stock option agreement terms not inconsistent with those set forth in Exhibit B hereto. The Executive expressly acknowledges and understands that neither the Option Shares nor the shares of common stock issuable upon conversion thereof (the “Conversion Shares”) have been registered under the Securities (Act of 1933, as amended, and that the "OPTION SECURITIES") at Company is assuming no obligations hereunder to register the Offer PriceOption Shares or the Conversion Shares, subject to increase and until such time as set forth below (the "PURCHASE PRICE"). The Securities Option such registration has been effected or such shares may be exercisedfreely transferred under applicable securities laws, the certificates representing such shares shall bear a legend substantially in the following form, in whole but not in partaddition to any such legends that may be required by state securities laws: “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REISTERED UNDER THE SECURITIES ACT OF 1933, by written notice to Stockholder AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (as set forth below), for a period of ten (10I) 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) IN THE ABSENCE OF (A) the Company shall have received a written proposal from any person other than ParentAN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, Purchaser or any affiliate of Parent or Purchaser for an Acquisition TransactionAS AMENDED, which proposal shall not have expired or been withdrawn, OR (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 orderAN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.”

Option. The Company hereby grants to Employee the option to ------ purchase, on the terms hereinafter set forth, ______ shares of the Company's Common Stock at a price of $____ per share during the period beginning on the Commencement Date and ending on the first to occur of (a) In order the Expiration Date or (b) the date on which the employment of Employee by the Company or any of its Affiliates terminates for any reason; provided, however, that if such employment terminates on or after the Commencement Date and on or before the Expiration Date, other than by reason of Employee's death or disability, then Employee may exercise this option, to induce Parent and Purchaser the extent he was entitled to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") do so at the Offer Pricedate of such termination of employment, subject to increase as set forth below at any time within thirty (30) days after the "PURCHASE PRICE"). The Securities Option may be exercised, in whole date of such termination but not in partafter the Expiration Date; and provided further, that if such employment terminates on or after the Commencement Date and on or before the Expiration Date by written notice to Stockholder 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 set forth belowamended), for a period or by reason of ten amended), or by reason of Employee's death, then Employee (10) business days (or Employee's legal representative, if Employee is legally incompetent), the "10 DAY PERIOD") following termination executor or administrator of Employee's estate or anyone who shall have acquired this option by will or pursuant to the Merger Agreement or termination laws of descent and distribution may exercise this option, to the Offer, whichever shall first occur; PROVIDED that, prior extent Employee was entitled to do so at the date of such termination, either at any time within one (i1) a Trigger Event year after such termination but not after the Expiration Date. Notwithstanding anything to the contrary herein, this option shall have occurred terminate immediately upon the termination of Employee's employment on account of fraud, dishonesty or (ii) (A) the performance of other acts detrimental to the Company shall have received a written proposal from any person other than Parentor an Affiliate, Purchaser or any affiliate if, following the date 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 termination of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoingEmployee's employment, the Securities Option may not be exercised until: (i) all waiting periods under Company determines that there is good cause to cancel this option. A transfer of employment among 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 Company and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there of its Affiliates without interruption of service shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise considered a termination of the Securities Option pursuant to employment for purposes of 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.

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) TO Provided that at the time of such termination exercise (i) there then EXTEND exists no Default of LESSEE, (ii) this Lease is then in full force and effect, and (iii) LESSEE is in actual occupancy of all or substantially all of the Minimum Condition Premises, LESSEE shall have the right and option to extend the term of this Lease for one (1) extended term of five years (the "Extended Term"). The Extended Term shall commence on the day immediately succeeding the expiration date of the Initial Term, and shall end on the day immediately preceding the fifth anniversary of the first day of such Extended Term. LESSEE shall exercise such option to extend by giving written notice to LESSOR of its desire to do so not earlier than twelve (12) months and not later than nine (9) months prior to the expiration date of the Initial Term. Provided the conditions of clauses (i), (ii) and (iii) of this section shall have been satisfied. Notwithstanding the foregoing, the Securities Option may giving of such notice by LESSEE shall automatically extend the Term of this Lease for the Extended Term, and no instrument of renewal need be executed. In the event that LESSEE fails to give such notice to LESSOR, this Lease shall automatically terminate at the end of the Initial Term, and LESSEE shall have no further option to extend the Term of this Lease. It is agreed that time is of the essence with respect to the giving of such notice. The Extended Term shall be on all the terms and conditions of this Lease, except that (I) option to extend that Term of this Lease shall be deleted, and (II) the Basic Rent for the Extended Term shall be at Fair Market Value, not be exercised until: (i) less than the sum of the rent and all waiting periods under additional rent being paid by LESSEE during the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act final year of 1976the Initial Term. LESSOR shall designate Fair Market Value, as amended (the "HSR ACTFair Market Value") by written notice to LESSEE within sixty (60) days of receipt of notice from LESSEE. If LESSEE disagrees with such designation, (the "Designation"), required for LESSEE shall by written notice within thirty (30) days after receipt of LESSOR'S figure, advise LESSOR of such disagreement; otherwise LESSEE shall conclusively be deemed to have agreed to such Designation. In the purchase of event that the Securities upon such exercise Parties are unable to agree, each Party 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 appoint an appraiser. Each appraiser so appointed shall be in effect any such injunction or orderinstructed to determine independently the Fair Market Value and then confer. If the two appraisers are unable to determine a Designation acceptable to both parties, in each case on the expiration they shall appoint a third appraiser. The Designation of the 10 Day Period, the 10 Day Period this appraiser 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 orderconsidered final.

Option. (a) In order If the Purchaser ceases to induce Parent and Purchaser to enter into be an employee, consultant, advisor or officer of the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option Company (a "SECURITIES OPTIONService Provider") for any reason, including by reason of the Purchaser's death, disability, resignation or involuntary termination (each, a "Termination"), the Company shall, from such time (as determined by the Company in its discretion), have an irrevocable, exclusive option to purchase the Securities repurchase (the "OPTION SECURITIESRepurchase Option") any Shares that have not yet been released from the Repurchase Option in accordance with Section 3 (the "Unreleased Shares"), at a price per share equal to the lesser of: (X) the fair market value of an Unreleased Share being purchased as a result of the exercise or deemed exercise of the Repurchase Option (the "Repurchased Shares") at the Offer Pricetime the Repurchase Option is exercised, subject as determined by the Company's board of directors; and (Y) the portion of the Purchase Price attributable to increase as set forth below a Repurchased Share (with such aggregate amount for all Repurchased Shares being the "PURCHASE PRICERepurchase Price"). The Securities Company may exercise the Repurchase Option may be exercised, in whole but not in part, by written notice as to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination any or all of the Merger Agreement or termination Unreleased Shares at any time after the Purchaser ceases to be a Service Provider; provided, however, that without requirement of further action on the part of either party hereto, the Repurchase Option shall be deemed to have been automatically exercised as to all Unreleased Shares at 5:00 p.m. (Vancouver time) as of the Offerdate that is 60 days following the date the Purchaser ceases to be a Service Provider, whichever shall first occur; PROVIDED that, unless the Company declines in writing to exercise the Repurchase Option prior to such terminationtime; and provided further that, either (i) a Trigger Event shall have occurred or (ii) (A) notwithstanding 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 foregoingabove, the Securities Repurchase 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 deemed 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 periodsautomatically exercised, and (B) the date of removal or lifting shall instead be deemed to become temporarily unexercisable as of such injunction or ordertime and date in any case where such automatic exercise would result in a violation of applicable law. The Repurchase Option shall once again be deemed exercisable (or, as provided above, exercised) as soon as a violation of applicable law would not result from its exercise.

Option. (a) The parties hereto recognize that Buyer is acquiring 37 1/2% of all of Seller's rights, titles and interests in the Properties. In order addition 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 Subject Interests and for the consideration described below, Buyer also is acquiring and Seller hereby grants to Buyer an option, at Buyer's sole election, to purchase an additional 12.5% interest (the "Option Interest") of all of Seller's rights, titles and interests in the Properties, including, without limitation, an undivided twelve and one-half percent (12 1/2%) of all of the rights, titles and interests which Seller acquired pursuant to the Acquisition Documents, such percentage being calculated prior to the initial conveyance of the Subject Interests, which means that after the purchase of the Subject Interests hereunder and the Option Interest (if Buyer elects to purchase the Option Interest), Buyer will have fifty percent (50%) of Seller's rights, titles and interests in the Properties. This option may be exercised by payment by Buyer to Seller on or before February 25, 2000, of an amount of $1,826,033.00 plus an additional amount of $214,276.00 payable in a manner mutually agreed to by Seller and Buyer. In the event that the parties cannot mutually agree as to a manner of payment, Buyer shall pay Seller by wire transfer in immediately available funds. During the period from the Closing hereof until February 25, 2000, Buyer shall make any payments for drilling, completion, re-working, logging, testing, lease operating, oil and gas lease acquisition, geophysical option acquisition, independent xxxxxxx fees, and title examination and opinion fees that are required of Seller and relate to the Option Interest; provided, however, in the event Buyer notifies Seller that Buyer is relinquishing the Option Interest, Buyer's obligation to make said payments shall cease on the fifth day following Seller's receipt of said notice. Upon exercise by Buyer of the Option Interest and payment therefore to Seller, Seller will execute and deliver to Buyer an Assignment of the Properties covered by the Option Interest using a form substantially similar to the one attached hereto as EXHIBIT E. All of Seller's representations, warranties and covenants contained in this Agreement shall have expired or been waived and any other conditions under apply to the other Antitrust Laws shall have been satisfied and (ii) there shall Option Interest. The Option Interest may not be transferred or assigned by Buyer without the express written consent of Seller, which consent may be withheld, except that Seller does hereby consent to such a transfer or assignment by Buyer to an entity in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting which the exercise general partner 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 orderElliot Associates, 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 orderL.P. has an interest.

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 event (i) that SICOR is unable to supply all ordered quantities of Product to PURCHASER as a Trigger Event shall have occurred result of a Force Majeure, or (ii) that SICOR for any reason refuses or is otherwise unable to supply Product in accordance with the terms of this Agreement, or (iii) of the direct or indirect acquisition of substantially all of SICOR or GENSIA SICOR's assets or of a controlling interest in SICOR or GENSIA SICOR by any of the parties identified on Exhibit 8 hereto, or any of their Affiliates (each of the foregoing, a "Transfer Event"), and, if the Transfer Event falls under (and only under) clause (ii) above, and SICOR does not cure such failure within ninety (90) days from the date such Transfer Event commences and, if the Transfer Event falls under (and only under) clause (i) above, SICOR is not diligently pursuing such a cure within one hundred and fifty (150) days from the date such Transfer Event commences, PURCHASER shall have the option, in its sole discretion (the "Option") to (A) acquire a perpetual, exclusive, worldwide license (subject to reversion as set forth in Section 14.4 hereof) to fully exploit all manufacturing rights (including, but not limited to, all proprietary rights in and to the Company shall have received a written proposal Product strain) know-how and documentation necessary or useful to manufacture the Product, the Specifications, approvals obtained or required from any person other than ParentRegulatory Authorities, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawnand as it is then being manufactured, (B) receive technical assistance reasonably required by PURCHASER, to manufacture and perform quality control on the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b)Product(s) for marketing, 8.01(d)(ii)registration, 8.01(f) or 8.01(g) distribution and sale in the Territories, (C) acquire GENSIA SICOR and SICOR's existing inventory of Product and work-in-progress at the time purchase price provided in Article 6 above, and (D) acquire from GENSIA SICOR and SICOR the right, free of such termination charge, to use, free of any interruption, the Minimum Condition shall not have Santxx Xxxilities to make cyclosporine. ---------------------- * Confidential Treatment Requested; confidential portion has been satisfiedfiled separately with the SEC. Notwithstanding 16 In connection with the foregoing, upon the Securities Option may not be exercised until: occurrence of a Transfer Event (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976PURCHASER shall be permitted to [ * ] upon reasonable notice, 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 SICOR will [ * ] and [ * ] for reasonable consultation [ * ] and (iii) PURCHASER shall not be permitted to [ * ] of all [ * ] and other [ * ] related to the [ * ]. In that regard, (i) GENSIA SICOR and SICOR each hereby authorizes (and shall advise the appropriate [ * ] in effect any preliminary injunction or the [ * ] and [ * ]) PURCHASER to have access to (including the right to make copies thereof) the [ * ] upon notice to such [ * ] by PURCHASER that a Transfer Event has occurred, (ii) GENSIA SICOR and SICOR shall, upon the occurrence of a Transfer Event, promptly provide to PURCHASER [ * ] of the [ * ] and all other order issued by any Governmental Entity prohibiting [ * ] and (iii) upon the occurrence of a Transfer Event, GENSIA SICOR, SICOR and PURCHASER shall [ * ] providing that [ * ] and [ * ] identified on Exhibit 9 hereto are [ * ] effective upon 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 orderby PURCHASER.

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.

Option. (a) In order 1.70. Subject to induce Parent and Purchaser the provisions of Section 12.1 hereof as to enter into the Merger termination of this Agreement, Stockholder hereby grants in the event following the date hereof and until 180 days following the Closing, MAC and/or Nexgen wish to Purchaser transfer to HC and/or to NewCo and/or, subject to HC's written consent, to any of HC's wholly owned subsidiaries, an irrevocable option (existing functional plant relating to the Business and all related assets, or all of the shares held by the Company of an entity with directly owns such a plant, with a given value, on an "SECURITIES OPTION") to purchase the Securities enterprise valuation basis" (the "OPTION SECURITIESPLANT VALUATION") at ), as confirmed by a written valuation for the Offer Pricebenefit of the Purchaser, subject in form and substance satisfactory to increase as set forth below the Purchaser, prepared by a recognized firm acceptable to the Purchaser (the "PURCHASE PRICEPLANT")) and the Plant is satisfactory to the Purchaser, then in consideration for the Plant, HC shall issue and/or transfer to MAC such number of its ordinary shares equal to the Plant Valuation divided by $1.50 less 1%, rounded to the nearest whole number; provided however that notwithstanding anything to the contrary in this , the aggregate number of ordinary shares issued and/or transferred to MAC by HC pursuant to this Section 1.70 and pursuant to Section 1.62.2 shall not exceed 80,000,000 ordinary shares. The Securities Option may option under this Section 1.70 shall only be exercised, in whole but not in part, exercisable 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 Company if there shall have occurred or (ii) (A) been a Closing and at the Closing the Company shall have received a written proposal from any person other than Parenttransferred to NewCo the Current Assets, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transactionand, 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 foregoingif required, the Securities Option may not Completion Assets as contemplated by this Agreement. If the Company shall provide notice prior to the Closing that it intends to exercise this option, then notwithstanding anything else in this Agreement, the Plant shall be exercised until: (i) all waiting periods under deemed to be included in the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act definition of 1976Assets and, as amended (inter alia, the "HSR ACT"), required for the purchase transfer 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 Plant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there NewCo shall be in effect any such injunction or order, in each case on a condition precedent for Purchaser to consummate the expiration of the 10 Day Period, the 10 Day Period transactions hereunder and shall be extended until five (5) business days after deemed included in Section 7 hereof and the later obligations of (A) Purchaser under this Section shall be subject to 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.Closing. COMPENSATION TO DIRECTOR

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 SECURITIESINDEBTEDNESS"); provided, however, that the Option may be exercised only if (a) at the Offer Priceamendment and restatement of Term Loans would not, subject in the Original Holders' (in the 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, be illegal, (b) the Borrower issues an unsubordinated senior guarantee of the Term Loans on substantially the same terms and conditions as the Guarantee (which will be valid, binding and enforceable under Brazilian law), (c) all Collateral supporting the repayment by the Borrower of the Term Loans continues to increase secure the guarantee obligations of the Borrower after the exercise of the Option and the closing of all related transactions in substantially the same manner and with the same priority as set forth below was the case immediately prior to giving effect to the exercise of the 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 "PURCHASE PRICEOPTION CONSENTS"). 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) (Ae)(i) the Company Borrower shall have received a written proposal an opinion from any person other than Parentan accounting, Purchaser appraisal or any affiliate investment banking firm of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) national standing as to the Merger Agreement shall have been terminated by Parent pursuant fairness to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) the Borrower and (C) at IMPSAT of the time financial terms of such termination the Minimum Condition shall not have been satisfied. Notwithstanding amendment and restatement of 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 Term Loans for the purchase Option Indebtedness from a financial point 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 view, and (ii) there the Original Holders shall have received an opinion from Brazilian legal counsel to the Borrower as to the enforceability and legality of the transactions contemplated by the Option under Brazilian law, including, without limitation, the security interest on the Collateral, and confirmation that the Option and the Option Indebtedness will not constitute or be deemed a novation of the Agreement, (f) the Original Holders are satisfied, in effect any preliminary injunction or their sole discretion, that the Borrower will be permitted, under Central Bank regulations and all other order issued 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 any Governmental Entity prohibiting the this Section after exercise of the Securities Option pursuant to this Agreement; provided and (g) the Original Holders are satisfied, in their sole discretion, that if (i) all HSR Act waiting periods the Option or the Option Indebtedness shall not have expired constitute or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration deemed a novation of the 10 Day PeriodAgreement under Brazilian law. In the event that either the Original Holders or the Borrower exercises the Option, the 10 Day Period shall be extended until five (5) business days after Borrower and the later Original Holders will mutually agree upon any modifications or amendments to the terms of (A) this Agreement that are necessary or appropriate to reflect the date of expiration or termination of all HSR Act waiting periods, and (B) change in primary obligor under the date of removal or lifting of such injunction or orderTerm Loans.

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.

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 SECURITIESINDEBTEDNESS"); provided, however, that the Option may be exercised only if (a) at the Offer Priceamendment and restatement of Term Loans would not, subject in the Original Holders' (in the 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, be illegal, (b) the Borrower issues an unsubordinated senior guarantee of the Term Loans on substantially the same terms and conditions as the Guarantee (which will be valid, binding and enforceable under Argentine law), (c) all Collateral supporting the repayment by the Borrower of the Term Loans continues to increase secure the guarantee obligations of the Borrower after the exercise of the Option and the closing of all related transactions in substantially the same manner and with the same priority as set forth below was the case immediately prior to giving effect to the exercise of the Option and the closing of such transactions (including, without limitation, the ability of the Original Holders 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 "PURCHASE PRICEOPTION CONSENTS"). 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) (Ae)(i) the Company Borrower shall have received a written proposal an opinion from any person other than Parentan accounting, Purchaser appraisal or any affiliate investment banking firm of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) national standing as to the Merger Agreement shall have been terminated by Parent pursuant fairness to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) the Borrower and (C) at IMPSAT of the time financial terms of such termination the Minimum Condition shall not have been satisfied. Notwithstanding amendment and restatement of 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 Term Loans for the purchase Option Indebtedness from a financial point 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 view, and (ii) there the Original Holders shall not have received an opinion from Argentine legal counsel to the Borrower as to the enforceability and legality of the transactions contemplated by the Option under Argentine law, including, without limitation, the security interest on the Collateral, and (f) the Original Holders are satisfied, in their sole discretion, that the Borrower will be permitted, under Central Bank regulations and all other applicable Argentine law, to satisfy its obligations under the guarantee set forth in effect any preliminary injunction or other order issued (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 any Governmental Entity prohibiting the this Section after exercise of the Securities Option pursuant to this Agreement; provided Option. In the event that if (i) all HSR Act waiting periods shall not have expired either the Original Holders or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of Borrower exercise the 10 Day PeriodOption, the 10 Day Period shall be extended until five (5) business days after Borrower and the later Original Holders will mutually agree upon any modifications or amendments to the terms of (A) this Agreement that are necessary or appropriate to reflect the date of expiration or termination of all HSR Act waiting periods, and (B) change in primary obligor under the date of removal or lifting of such injunction or orderTerm 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 (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 untilexcept as follows: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase use of the Securities upon such exercise premises shall have expired or been waived be solely for a first class retail coffee shop and any other conditions under the other Antitrust Laws shall have been satisfied bakery serving beverages, pastries and related items for "eat-in" and "take-out" service, (ii) there services provided by Landlord, and the corresponding operating expenses to be paid by Tenant, shall not be in effect any preliminary injunction or adjusted as required for a retail food service operation (including, without limitation, reflecting that Tenant shall provide its own janitorial services for the Coffee Shop premises), and (iii) the parties shall make such other order issued by any Governmental Entity prohibiting modifications as may be reasonably necessary to reflect the exercise retail nature of the Securities Option pursuant to this Agreement; provided Coffee Shop Lease. If Landlord and Tenant do not enter into a mutually acceptable Coffee Shop Lease by the date 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 is 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 Effective Date, then the Option, as well as the Right of removal First Offer set forth in Section 31(b) below, shall be void and of no further force or lifting of such injunction effect and Landlord shall be free to lease the space in question, or orderany other space, to any other party at any time on any terms and conditions acceptable to Landlord.

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 the Securities (the "OPTION SECURITIES") at the Offer Pricefor any or no reason, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercisedincluding, in whole but not in partwithout limitation, by written notice to Stockholder reason of the Purchaser’s death or disability (as set forth below), for a period of ten (10defined in Section 22(e)(3) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination Internal Revenue Code 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 19761986, as amended (the "HSR ACT"“Code”), required for “Disability”), resignation or involuntary termination, the purchase Company shall, from such time (as determined by the Company in its discretion), have an irrevocable, exclusive option to repurchase (the “Repurchase Option”) any Shares which have not yet been released from the Repurchase Option (the “Unreleased Shares”), at a price per share equal to the lesser of (x) the fair market value of the Securities upon such 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 Company may exercise its Repurchase Option as to any or all of the Unreleased Shares at any time after the Purchaser ceases to be a Service Provider; provided, however, that without requirement of further action on the part of either party hereto, the Repurchase Option shall have expired or been waived and any other conditions under the other Antitrust Laws shall be deemed to have been satisfied automatically exercised as to all Unreleased Shares at 5:00 p.m. (Pacific Time) as of the date that is 60 days following the date the Purchaser ceases to be a Service Provider, unless the Company declines in writing to exercise its Repurchase Option prior to such time. B. Exercise. If the Company decides not to exercise its Repurchase Option, it shall notify the Purchaser in writing within 60 days of the date the Purchaser ceases to be a Service Provider. If the Repurchase Option is exercised or deemed exercised, within 90 days of the date the Purchaser ceases to be a Service Provider, the Company shall deliver payment to the Purchaser, with a copy to the Escrow Agent (as defined in Section 8 hereof), by any of the following methods, in the Company’s sole discretion: (i) delivering to the Purchaser or the Purchaser’s executor a check in the amount of the aggregate Repurchase Price, (ii) canceling an amount of the Purchaser’s indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) any combination of (i) 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 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.aggregate Repurchase Price. C.

Option. (a) In order Pursuant to induce Parent and Purchaser to enter into the Merger Stockholders' Agreement, each Selling Stockholder hereby grants has granted to Purchaser Parent an irrevocable option (a the "SECURITIES OPTIONOption") to purchase all Shares held of record or beneficially owned by such Selling Stockholder at the Securities Offer Price or such higher price as may be offered by Purchaser in the Offer (the "OPTION SECURITIES") at the Offer Option Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option , and Parent may be exercisedexercise the Option, in whole but not or in part, by written notice at any time and from time to Stockholder time, following the occurrence of a Purchase Event (as set forth defined below); provided that any part thereof not exercised shall expire upon the earliest to occur of (i) the Closing Time, for (ii) 45 days after a period of ten Purchase Event; or (10iii) business 45 days (after the "10 DAY PERIOD") following termination of the Merger Agreement or termination Agreement; provided that the expiration date shall not extend beyond March 31, 2000. "Purchase Event" means any of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either following events: (i) a Trigger Event shall have occurred when any person or group other than IBA, Purchaser or an affiliate thereof acquires the beneficial ownership of more than 20% of the outstanding capital stock of the Company, or right to acquire such capital stock of the Company; (ii) when the Company has entered into agreement or approved or recommended any proposal which provides for the acquisition of 20% or more of the outstanding capital stock of the Company or substantially all of the assets of the Company by any person or group other than IBA, Purchaser or an affiliate thereof; (iii) (A) the Company failure of the Company's stockholders to approve the Merger Agreement or the transactions contemplated thereby at a meeting called to consider such Merger Agreement, if such meeting shall have received a written proposal from been preceded by (x) the public announcement by any person Person or group (other than Parent, Purchaser Acquisition or any an affiliate of Parent any of them) of an offer or Purchaser for an Acquisition Transactionproposal to acquire, which proposal shall not have expired merge or been withdrawnconsolidate with the Company, or (y) the Board of Directors of the Company's publicly withdrawing or modifying, or publicly announcing its intent to withdraw or modify, its recommendation that the stockholders of the Company approve the transactions contemplated by the Merger Agreement or (B) the acceptance by the Company's Board of Directors of, or the public recommendation by the Company's Board of Directors that the stockholders of the Company accept, an offer or proposal from any Person or group (other than Parent, Acquisition or an affiliate of any of them), to acquire 20% or more of the outstanding capital stock of the Company or for a merger or consolidation or any similar transaction involving the Company; (iv) the making of an Acquisition Proposal as described in Section 5.3 of the Merger entitling IBA or the Company to terminate 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 9.1 of the Securities upon such exercise shall have expired Merger Agreement; or been waived and (v) any other conditions under breach 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 the exercise Selling Stockholders of the Securities Option pursuant to this Stockholders' 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.

Option. Provided (ai) In order Tenant is then occupying at least seventy percent (70%) of the rentable area of the Premises, and (ii) Tenant's financial condition, as reasonably determined by Landlord, has not materially and adversely changed from that existing on the Commencement Date such that Landlord reasonably determines that Tenant cannot satisfy its duties, obligations and liabilities under this Lease for the Option Term (as hereinafter defined), Tenant is given the option to induce Parent and Purchaser to enter into extend the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities Term hereof (the "OPTION SECURITIESExtension Option"), on all the provisions contained in this Lease as the same may be amended from time to time (together with such changes as Landlord may reasonably require in order to conform the terms and provisions of this Lease to then prevailing industry standards, provided that in no event shall the duties, obligations or liabilities of Tenant be materially increased thereby), for one (1) at the Offer Price, subject to increase as set forth below additional five (5) year period (the "PURCHASE PRICEOption Term"). The Securities Option may be exercised, ) following expiration of the initial Term stated in whole but not in part, by written notice to Stockholder (as set forth below), for a period Article 2 of ten (10) business days this Lease (the "10 DAY PERIODInitial Term") following termination ), by giving written notice of exercise of the Merger Agreement or termination option (the "Option Notice') to Landlord at least nine (9) months before the expiration of the Offer, whichever Initial Term; provided that in no event shall first occur; PROVIDED that, the Annual Base Rent for the Option Term be determined prior to such termination, either the commencement of the seventh (i7th) a Trigger Event shall have occurred or (ii) (A) calendar month preceding 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 satisfiedInitial Term. Notwithstanding the foregoing, if Tenant is in default on the Securities date of giving the Option may Notice, Tenant shall have no right to extend the Term and this Lease shall expire at the end of the Initial Term; or if Tenant is in default on the date the Option Term is to commence, the Option Term shall not commence and this Lease shall expire at the end of the Initial Term. The Annual Base Rent for the Option Term shall, during the first year of the Option Term, be exercised until: in an amount equal to the fair market rental (i"Fair Market Rental" as hereinafter defined) all waiting periods under of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Premises at the commencement of 1976the Option Term, as amended but in no event less than 3% greater than the Base Rent for the last year of the original lease term (the "HSR ACTAdjustment Date"), required for and shall escalate by 3% per annum every twelve months during the purchase balance 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 orderTerm.

Option. Upon the terms and conditions herein stated, Seller (areferred to in this Section 6 as "OPTIONOR") In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser (referred to in this Section 6 as "OPTIONEE") an exclusive and irrevocable option right to purchase (a each, an "SECURITIES OPTION") to purchase any or all of the Securities four parcels described in Schedule 8 annexed hereto and made a part hereof (each an "OPTION PARCEL" and collectively, the "OPTION PREMISES") at any time during the four year period (the "OPTION SECURITIESPERIOD") beginning on the Closing Date and ending at 4:00 PM (EST) on the Offer Price, subject day prior to increase as set forth below the fourth anniversary of the Closing Date (the "PURCHASE PRICEOPTION TERMINATION DATE"). 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, in the Securities Option may event this Agreement is terminated prior to the Closing Date, or the Closing does not occur for any reason, the grant of the Options set forth herein shall automatically terminate and be exercised until: (i) of no further force or effect and Optioner and Optionee shall be relieved form all waiting periods under further liability or obligations with respect to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Options. On the Closing Date, as amended Optionor and Optionee shall execute and cause to be recorded a memorandum (the "HSR ACTMEMORANDUM OF OPTION")) in the form attached hereto as Exhibit O; provided, required for the purchase of the Securities upon such exercise shall have expired or been waived however, that Optionee hereby covenants 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 agrees that if (i) all HSR Act waiting periods shall the Options are not have expired or been terminated or (ii) there shall be in effect any such injunction or orderexercised by the Option Termination Date, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until within five (5) business days Business Days after the later earlier of (Ax) the date of expiration Option Termination Date or (y) other termination of all HSR Act waiting periodsthe Options pursuant to this Section 6, Optionee shall execute and (B) cause to be recorded an unconditional release of the date Memorandum of removal or lifting Option in form reasonably acceptable to Optionor and Optionee. The purchase of such injunction or orderthe Option Premises shall be upon the terms and conditions contained in this Section 6.

Option. (a) In order to induce Parent Jupiter and Purchaser to enter into the Merger Agreement, Stockholder Sussex each hereby grants to Purchaser the Buyer an irrevocable option (a collectively, the "SECURITIES OPTIONOptions") to purchase the Securities Jupiter Shares and the Sussex Shares, respectively, and any additional Shares that each may acquire hereafter, at the cash purchase price of $9.375 per share (the "OPTION SECURITIESPurchase Price"), exercisable by the Buyer in the manner provided in section 3(b) at any time prior to the Offer Price, Expiration Date. The Options must be exercised simultaneously by the Buyer and all the Shares must be purchased by the Buyer at the same time. (b) The Options shall be exercisable (subject to increase as set forth below the second following sentence) by giving written notice to the Sellers specifying a date (not earlier than one business day nor later than ten business days from the date such notice is delivered to the Sellers) and place in either Chicago or New York City, at the Buyer's option, for closing of the exercise of the Options (the "PURCHASE PRICEClosing"). The Securities Option may Upon delivery of such notice, the Options shall be exercised, in whole but not in part, deemed to have been exercised by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination Buyer regardless of the Merger Agreement or termination actual date of the Offer, whichever Closing. The Options 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: unless (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 Shares hereunder shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and waived, (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 prohibiting the exercise of the Securities Option Options pursuant to this Agreement; provided that if agreement and (iii) the Offer shall have expired, been terminated, or been otherwise cancelled. Except as contemplated by this agreement, until the Expiration Date, no transfer or other disposition of the Shares shall take place other than pursuant to a tender of the Shares in the Offer or other transaction in connection with the Acquisition. (c) At the Closing, the Buyer shall deliver to the Sellers an amount, in immediately available funds, equal to the product of (i) all HSR Act waiting periods shall not have expired or been terminated or the number of Shares to be purchased pursuant to the terms of this agreement and (ii) there the Purchase Price, and the Sellers shall deliver or cause to be in effect any such injunction or orderdelivered to the Buyer certificates representing all of the Shares being acquired, in each case proper form for transfer on the expiration books of the 10 Day PeriodCompany, free and clear of all Encumbrances (as defined in section 4.2(b)). Each of the Sellers acknowledges that performance of its obligations under this section 3 is of vital importance to the Buyer, that damages are an inadequate remedy for breach of its obligations represented hereby and, accordingly, that the only remedy for failure to fulfill such obligations is that of specific performance. (d) Promptly after any purchase of the Shares pursuant to this agreement, other than in connection with the consummation of the Offer, the 10 Day Period Buyer and Parent shall take such steps as may be extended until five necessary to effect a long form merger (5pursuant to section 251 of the Delaware General Corporation Law) business days after in conjunction with and cooperation with the later Company or, if such long form merger is not effected, to provide to each holder of 2 3 Common Stock, other than Jupiter and Sussex, the opportunity to sell his, her or its shares to the Buyer or Parent at a price per share, in cash net to the seller, not less than the Purchase Price. (Ae) "Expiration Date" shall mean the date of expiration on which the Merger Agreement terminates or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderexpires. 4.

Option. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, each Stockholder hereby grants to the Purchaser an irrevocable option (a "SECURITIES OPTIONSecurities Option") to purchase the Specified Securities listed on Schedule I (the "OPTION SECURITIESOption Securities") at the applicable Securities 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)) which, for a period purposes of ten each share of the Preferred Stock, shall be equal to the Securities Offer Price for one share of Common Stock multiplied by the number of shares (10including fractional shares) business days of Common Stock into which such share of Preferred Stock (the "10 DAY PERIOD"including unpaid dividends thereon) following termination of is convertible. If (i) the Merger Agreement is terminated in accordance with Sections 8.01(c), (e)(ii), (f) or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (ig) a Trigger Event shall have occurred thereof 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 is terminated in accordance with Section 8.01(b)(ii) thereof and (x) the Stockholder shall have been terminated by Parent pursuant to breached the agreements set forth in Section 8.01(b), 8.01(d)(ii), 8.01(f2(a) hereof or 8.01(g) and (Cy) at the time of such termination termination, neither the Minimum Tender Condition nor the One-Step Conditions shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised untilshall, in any such case, become 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 90 days after the date of the occurrence of such event (the "90 Day Period"), so long as: (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 waived 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) 5 business days after the later of (A) the date of expiration or termination waiver of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. In the event that the Purchaser wishes to exercise the Securities Option, the Purchaser shall deliver a written notice (the "Notice") to the Stockholder identifying the place and date (not less than two nor more than 10 business days from the date of the Notice) for the closing of such purchase.

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 SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"“Option”). The Securities Within [***] after Par’s receipt of notification of the Option may be exercisedCandidate from Advancis, in whole but not in part, Par shall have the right to (a) exercise the Option by delivering to Advancis a written notice of exercise; or (b) reject the Option. If Par fails to Stockholder (as set forth below)exercise the Option within [***] after Par’s receipt of notification of the Option Candidate from Advancis, 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 ten (10) business days [***] following exercise of the Option (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”). The 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 orderchanged 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.

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 Term for the 10 Day Second Extension Period unless it shall have extended the Term for the First Extension 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. (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 --------------------------------------------------------------------------------

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder Each Shareholder hereby severally grants to Purchaser Parent an irrevocable option (a the "SECURITIES OPTION") to purchase any of or all the Securities Subject Shares of such Shareholder that have not been validly tendered prior to the expiration of the Offer, or that have been withdrawn prior to the expiration of the Offer, at a purchase price per share equal to the Offer Price in cash. The Option shall become exercisable, in whole or in part, only when the Offer has expired and Sub has accepted shares of Company Common Stock for purchase pursuant to the Offer. If the Option becomes exercisable, the Option may be exercised by giving the notice referred to in Section 4(b) any time during the period commencing with the acceptance by Sub of shares of Company Common Stock for purchase pursuant to the Offer and ending 30 days thereafter (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICEPERIOD"). The Securities Option may be exercised; PROVIDED, in whole but not in partHOWEVER, by written notice to Stockholder (as set forth below)that if, for a period of ten (10) business days (on the "10 DAY PERIOD") following termination expiration of the Merger Agreement or termination of the OfferOption Period, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) any waiting period under the HSR Act applicable to the purchase of 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 Common Stock pursuant to the Option shall not have expired or been withdrawnterminated, (Bii) the Merger Agreement shall have been terminated period of time for any applicable review process by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at CFIUS under the time of such termination the Minimum Condition Exon-Xxxxxx Act 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 (iiiii) 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 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 then the expiration of the 10 Day 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 any applicable waiting period under the HSR Act waiting periodsAct, the expiration of the period of time for any applicable review process under the Exon-Xxxxxx Act, and (B) the date of removal or lifting of any such injunction or order.

Option. (a) In order to induce Parent and Purchaser to enter into If during the Merger AgreementRestricted Period, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer PricePHL, 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 Holdings or any affiliate of Parent their Affiliates wishes to Acquire, directly or Purchaser for an Acquisition Transactionindirectly, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent a Controlling interest in a Property-Casualty Business pursuant to clause (vi) of Section 8.01(b)5.17.3 above, 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 it may not be exercised untildo so provided: (i) all waiting periods under it offers an option to Buyer to acquire, in the Xxxxoptionor's discretion, the whole Property-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, Casualty Business being acquired or only that portion thereof that causes such business to fail to qualify 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 an Incidental Business; and (ii) there the limitation contained in clause (i) of Section 5.17.4 shall not continue to be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option satisfied. The offer pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there Section 5.17.5 to Buyer shall be in effect any such injunction the form of a notice providing (a) identifying information as to the Property-Casualty Business or orderportion thereof that the offeror is proposing to sell to Buyer, (b) relevant summary financial information pertaining to the business identified in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five clause (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periodsa), and (Bc) the purchase price for such business, determined as provided hereinafter. Buyer shall have sixty (60) days from receipt of the notice hereunder in which to elect whether to exercise its option, which exercise shall be evidenced by a writing delivered to the Offeror by the close of business on the sixtieth day following receipt of the notice of option, but if such date is not a day on which Buyer is open for business, then by the close of removal business on its first business day thereafter. The purchase price under this Section 5.17.5 shall be the price Offeror would be paying for the Property-Casualty Business or, if only a portion thereof is subject to the option hereunder, then the purchase price shall be calculated on a pro rata basis. If Buyer does not accept the offer, or, having accepted the offer, fails to settle in a timely manner, then the Offeror may Acquire such business on the terms and conditions of the offer presented to Buyer; provided that, PHL, Holdings or lifting any of their Affiliates, as the case may be, shall dispose of the whole Property-Casualty Business being Acquired or only that portion thereof that causes such business to fail to qualify as an Incidental Business within twenty-four (24) calendar months following its acquisition. During any period pending the disposition of such injunction business to a third party pursuant to the terms of this Section 5.17.5, PHL, Holdings or ordertheir Affiliates, as the case may be, shall pay to Buyer, on a net basis, the revenue generated by such Property-Casualty Business during the period from the date that Buyer elects not to purchase such business through the date on which such Property-Casualty Business or portion thereof is sold by PHL, Holdings or their Affiliates, as the case may be.

Option. (a) In The Issuer shall use its reasonable best efforts to cause such registration statement to become effective and remain current in order to induce Parent permit the sale or other disposition of this Option and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option any shares of Common Stock issued upon total or partial exercise of this Option (a "SECURITIES OPTIONOption Shares") in accordance with any plan of disposition requested by Grantee. Issuer will use its reasonable best efforts to purchase cause such registration statement first to become effective and then to remain effective for such period not in excess of 180 days from the Securities (day such registration statement first becomes effective or such shorter time as may be reasonably necessary to effect such sales or other dispositions. Grantee shall have the "OPTION SECURITIES") at the Offer Price, subject right to increase as set forth below (the "PURCHASE PRICE")demand two such registrations. The Securities Option may be exercisedforegoing notwithstanding, in whole but not in partif, 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 any request by Grantee for registration of the Minimum Condition shall not have been satisfied. Notwithstanding Option or Option Shares as provided above, Issuer is in registration with respect to an underwritten public offering of shares of Common Stock, and if in the foregoinggood faith judgment of the managing underwriter or managing underwriters, or, if none, the Securities sole underwriter or underwriters, of such offering the inclusion of the Holder's Option or Option Shares would interfere with the successful marketing of the shares of Common Stock offered by Issuer, the number of Option Shares otherwise to be covered in the registration statement contemplated hereby may not be exercised until: (i) all waiting periods under reduced; and provided, however, that after any such required reduction the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act number of 1976, as amended (the "HSR ACT"), required Option Shares to be included in such offering for the purchase account of the Securities upon Holder shall constitute at least 25% of the total number of shares to be sold by the Holder and Issuer in the aggregate; and provided further, however, that if such exercise reduction occurs, then the Issuer shall have expired or been waived file a registration statement for the balance as promptly as practical and no reduction shall thereafter occur. Each such Holder shall provide all information reasonably requested by Issuer for inclusion in any registration statement to be filed hereunder. If requested by any such Holder in connection with such registration, Issuer shall become a party to any underwriting agreement relating to the sale of such shares, but only to the extent of obligating itself in respect of representations, warranties, indemnities and other agreements customarily included in such underwriting agreements for the Issuer. Upon receiving any request under this Section 6 from any Holder, Issuer agrees to send a copy thereof to any other conditions person known to Issuer to be entitled to registration rights 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 orderSection 6, in each case on by promptly mailing the expiration same, postage prepaid, to the address of record of the 10 Day Periodpersons entitled to receive such copies. Notwithstanding anything to the contrary contained herein, in no event shall Issuer be obligated to effect more than two registrations pursuant to this Section 6 by reason of the 10 Day Period fact that there shall be extended until five (5) business days after the later more than one Grantee as a result of (A) the date any assignment or division of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderthis Agreement.