Common use of Parent Put Clause in Contracts

Parent Put. At any time during which the Option is exercisable pursuant to Section 2 hereof (the "Repurchase Period") provided that the Company shall have consummated an Alternative Transaction, upon demand by Parent, Parent shall have the right to sell to the Company (or any successor entity thereof) and the Company (or such successor entity) shall be obligated to repurchase from Parent (the "Put"), all or any portion of the Option, at the price set forth in subparagraph (i) below, or all or any portion of the Shares purchased by Parent pursuant to the exercise of the Option, at a price set forth in subparagraph (ii) below: (i) The difference between the "Market/Tender Offer Price" for shares of the Company Common Stock as of the date (the "Notice Date") notice of exercise of the Put, is given to the Company (defined as the higher of (A) the price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Alternative Transaction (as defined in the Merger Agreement) which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") and (B) the average of the closing prices of shares of the Company Common Stock on the Nasdaq National Market for the ten trading days immediately preceding the Notice Date, (the "Market Price")), and the Exercise Price, multiplied by the number of the Shares purchasable pursuant to the Option (or portion thereof with respect to which Parent is exercising its rights under this Section 7), but only if the Market/Tender Offer Price is greater than the Exercise Price. For purposes of determining the highest price offered pursuant to any Alternative Transaction which involves consideration other than cash, the value of such consideration shall be equal to the higher of (x) if securities of the same class of the proponent as such consideration are traded on any national securities exchange or by any registered securities association, a value based on the closing sale price or asked price for such securities on their principal trading market on such date and (y) the value ascribed to such consideration by the proponent of such Alternative Transaction, or if no such value is ascribed, a value determined in reasonable good faith by the Board of Directors of the Company. (ii) The Exercise Price paid by Parent for the Shares acquired pursuant to the exercise of the Option plus the difference between the Market/Tender Offer Price and the Exercise Price, but only if the Market/Tender Offer Price is greater than the Exercise Price, multiplied by the number of the Shares so purchased. (iii) For purposes of clauses (i) and (ii) of this Section 7(a), the Tender Price shall be the highest price per share offered pursuant to a tender or exchange offer or other Alternative Transaction during the Repurchase Period.

Parent Put. At the request of and upon notice by Parent (the "Put Notice"), at any time during the period during which the Option is exercisable pursuant to Section 2 hereof (the "Repurchase Purchase Period") provided that the Company shall have consummated an Alternative Transaction), upon demand by Parent, Parent shall have the right to sell to the Company (or any successor entity thereof) and the Company (or such successor entity) shall be obligated to repurchase will purchase from Parent (the "Put"), all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below (as limited by subparagraph (iii) below), or all or any portion of and the Shares purchased Option Shares, if any, acquired by Parent pursuant to the exercise of the Optionthereto, at a the price set forth in subparagraph (ii) below (as limited by subparagraph (iii) below:): (i) The difference between the "Market/Tender Offer Price" for shares of the Company Common Stock Shares as of the date (the "Notice Date") Parent gives notice of its intent to exercise of the Put, is given to the Company its rights under this Section 6(a) (defined as the higher of (A) the highest price per share offered as of the Notice Date such date pursuant to any tender or exchange offer or other Alternative Transaction (as defined in the Merger Agreement) Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") such date and (B) the average highest closing sale price of the closing prices of shares of the Company Common Stock Shares then on the Nasdaq NASDAQ National Market for during the ten 20 trading days ending on the trading day immediately preceding the Notice Date, (the "Market Price")), such date) and the Exercise Price, multiplied by the number of the Company Shares purchasable pursuant to the Option (or portion thereof with respect to which Parent is exercising its rights under this Section 7)that remain, but only if the Market/Tender Offer Price is greater than the Exercise Price. For purposes of determining the highest price offered pursuant to any Alternative Transaction Acquisition Proposal which involves consideration other than cash, the value of such consideration shall will be equal to the higher of (x) if securities of the same class of the proponent as such consideration are traded on any national securities exchange or by any registered securities association, a value based on the closing sale price or asked price for such securities on their principal trading market on such date and (y) the value ascribed to such consideration by the proponent of such Alternative TransactionAcquisition Proposal, or if no such value is ascribed, a value determined in reasonable good faith by the Board of Directors of the Company. (ii) The Exercise Price paid by Parent for the Company Shares acquired pursuant to the exercise of the Option plus the difference between the Market/Tender Offer Price and the such Exercise Price, Price (but only if the Market/Tender Offer Price is greater than the Exercise Price, ) multiplied by the number of the Company Shares so purchased. (iii) For purposes of clauses Notwithstanding subparagraphs (i) and (ii) of above, pursuant to this Section 7(a), 6 Company will not be required to pay Parent in excess of an aggregate of (x) $50,000,000 minus (z) any cash amounts paid (or due to be paid in the Tender Price shall be future) to Parent by the highest price per share offered Company pursuant to a tender or exchange offer or other Alternative Transaction during Section 7.3(b) of the Repurchase PeriodReorganization Agreement.

Parent Put. At the request of and upon notice by Parent (the "PUT NOTICE"), at any time during the period during which the Option is exercisable pursuant to Section 2 hereof (the "Repurchase PeriodPURCHASE PERIOD") provided that the Company shall have consummated an Alternative Transaction), upon demand by Parent, Parent shall have the right to sell to the Company (or any successor entity thereof) and the Company (or such successor entity) shall be obligated to repurchase will purchase from Parent (the "Put"), all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below (as limited by subparagraph (iii) below), or all or any portion of and the Shares purchased Option Shares, if any, acquired by Parent pursuant to the exercise of the Optionthereto, at a the price set forth in subparagraph (ii) below (as limited by subparagraph (iii) below:): (i) The difference between the "MarketMARKET/Tender Offer PriceTENDER OFFER PRICE" for shares of the Company Common Stock Shares as of the date (the "Notice Date") Parent gives notice of its intent to exercise of the Put, is given to the Company its rights under this Section 6(a) (defined as the higher of (A) the highest price per share offered as of the Notice Date such date pursuant to any tender or exchange offer or other Alternative Transaction (as defined in the Merger Agreement) Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") such date and (B) the average highest closing sale price of the closing prices of shares of the Company Common Stock Shares then on the Nasdaq National Market for during the ten 20 trading days ending on the trading day immediately preceding the Notice Date, (the "Market Price")), such date) and the Exercise Price, multiplied by the number of the Company Shares purchasable pursuant to the Option (or portion thereof with respect to which Parent is exercising its rights under this Section 7)that remain, but only if the Market/Tender Offer Price is greater than the Exercise Price. For purposes of determining the highest price offered pursuant to any Alternative Transaction Acquisition Proposal which involves consideration other than cash, the value of such consideration shall will be equal to the higher of (x) if securities of the same class of the proponent as such consideration are traded on any national securities exchange or by any registered securities association, a value based on the closing sale price or asked price for such securities on their principal trading market on such date and (y) the value ascribed to such consideration by the proponent of such Alternative TransactionAcquisition Proposal, or if no such value is ascribed, a value determined in reasonable good faith by the Board of Directors of the Company. (ii) The Exercise Price paid by Parent for the Company Shares acquired pursuant to the exercise of the Option plus the difference between the Market/Tender Offer Price and the such Exercise Price, Price (but only if the Market/Tender Offer Price is greater than the Exercise Price, ) multiplied by the number of the Company Shares so purchased. (iii) For purposes of clauses Notwithstanding subparagraphs (i) and (ii) of above, pursuant to this Section 7(a), 6 Company will not be required to pay Parent in excess of an aggregate of (x) $25,500,000.00 PLUS (y) the Tender Exercise Price shall be the highest price per share offered paid by Parent for Company Shares acquired pursuant to a tender or exchange offer or other Alternative Transaction during the Repurchase PeriodOption MINUS (z) any amounts paid to Parent by the Company pursuant to Section 7.3(b) of the Reorganization Agreement.

Parent Put. At the request of and upon notice by Parent (the "PUT NOTICE"), at any time during the period during which the Option is exercisable pursuant to Section 2 hereof (the "Repurchase PeriodPURCHASE PERIOD") provided that the Company shall have consummated an Alternative Transaction), upon demand by Parent, Parent shall have the right to sell to the Company (or any successor entity thereof) and the Company (or such successor entity) shall be obligated to repurchase will purchase from Parent (the "Put"), all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below (as limited by subparagraph (iii) below), or all or any portion of and the Shares purchased Option Shares, if any, acquired by Parent pursuant to the exercise of the Optionthereto, at a the price set forth in subparagraph (ii) below (as limited by subparagraph (iii) below:): (i) The difference between the "MarketMARKET/Tender Offer PriceTENDER OFFER PRICE" for shares of the Company Common Stock Shares as of the date (the "Notice Date") Parent gives notice of its intent to exercise of the Put, is given to the Company its rights under this Section 6(a) (defined as the higher of (A) the highest price per share offered as of the Notice Date such date pursuant to any tender or exchange offer or other Alternative Transaction (as defined in the Merger Agreement) Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") such date and (B) the average highest closing sale price of the closing prices of shares of the Company Common Stock Shares then on the Nasdaq National Market for during the ten 20 trading days ending on the trading day immediately preceding the Notice Date, (the "Market Price")), such date) and the Exercise Price, multiplied by the number of the Company Shares purchasable pursuant to the Option (or portion thereof with respect to which Parent is exercising its rights under this Section 7)Option, but only if the Market/Tender Offer Price is greater than the Exercise Price. For purposes of determining the highest price offered pursuant to any Alternative Transaction Acquisition Proposal which involves consideration other than cash, the value of such consideration shall will be equal to the higher of (x) if securities of the same class of the proponent as such consideration are traded on any national securities exchange or by any registered securities association, a value based on the closing sale price or asked price for such securities on their principal trading market on such date and (y) the value ascribed to such consideration by the proponent of such Alternative TransactionAcquisition Proposal, or if no such value is ascribed, a value determined in reasonable good faith by the Board of Directors of the Company. (ii) The Exercise Price paid by Parent for the Company Shares acquired pursuant to the exercise of the Option plus PLUS the difference between the Market/Tender Offer Price and the such Exercise Price, Price (but only if the Market/Tender Offer Price is greater than the Exercise Price, ) multiplied by the number of the Company Shares so purchased. (iii) For purposes of clauses Notwithstanding subparagraphs (i) and (ii) of above, pursuant to this Section 7(a), 6 Company will not be required to pay Parent in excess of an aggregate of (x) $32,500,000 PLUS (y) the Tender Exercise Price shall be the highest price per share offered paid by Parent for Company Shares acquired pursuant to a tender or exchange offer or other Alternative Transaction during the Repurchase PeriodOption MINUS (z) any amounts paid to Parent by the Company pursuant to Section 7.3(b) of the Reorganization Agreement.

Parent Put. At the request of and upon notice by Parent (the "PUT NOTICE"), at any time during the period during which the Option is exercisable pursuant to Section 2 hereof (the "Repurchase PeriodPURCHASE PERIOD") provided that the Company shall have consummated an Alternative Transaction), upon demand by Parent, Parent shall have the right to sell to the Company (or any successor entity thereof) and the Company (or such successor entity) shall be obligated to repurchase will purchase from Parent (the "Put"), all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below, or and all or any portion of the Shares purchased Option Shares, if any, acquired by Parent pursuant to the exercise of the Optionthereto, at a the price set forth in subparagraph (ii) below: (i) The difference between the "MarketMARKET/Tender Offer PriceTENDER OFFER PRICE" for shares of the Company Common Stock Shares as of the date (the "Notice Date") Parent gives notice of its intent to exercise of the Put, is given to the Company its rights under this Section 7(a) (defined as the higher of (A) the highest price per share offered as of the Notice Date such date pursuant to any tender or exchange offer or other Alternative Transaction (as defined in the Merger Agreement) Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") such date and (B) the average highest closing sale price of the closing prices of shares of the Company Common Stock Shares then on the Nasdaq National Market for during the ten twenty (20) trading days ending on the trading day immediately preceding the Notice Date, (the "Market Price")), such date) and the Exercise Price, multiplied by the number of the Company Shares purchasable pursuant to the Option (or portion thereof with respect to which Parent is exercising its rights under this Section 7)Option, but only if the Market/Tender Offer Price is greater than the Exercise Price. For purposes of determining the highest price offered pursuant to any Alternative Transaction Acquisition Proposal which involves consideration other than cash, the value of such consideration shall will be equal to the higher of (x) if securities of the same class of the proponent as such consideration are traded on any national securities exchange or by any registered securities association, a value based on the closing sale price or asked price for such securities on their principal trading market on such date and (y) the value ascribed to such consideration by the proponent of such Alternative TransactionAcquisition Proposal, or if no such value is ascribed, a value determined in reasonable good faith by the Board of Directors of the Company. (ii) The Exercise Price paid by Parent for the Company Shares acquired pursuant to the exercise of the Option plus PLUS the difference between the Market/Tender Offer Price and the such Exercise Price, Price (but only if the Market/Tender Offer Price is greater than the Exercise Price, ) multiplied by the number of the Company Shares so purchased. (iii) For purposes of clauses (i) and (ii) of this Section 7(a), the Tender Price shall be the highest price per share offered pursuant to a tender or exchange offer or other Alternative Transaction during the Repurchase Period.

Parent Put. At the request of and upon notice by Parent (the "Put Notice"), at any time during the period during which the Option is exercisable pursuant to Section 2 hereof (the "Repurchase Purchase Period") provided that the Company shall have consummated an Alternative Transaction), upon demand by Parent, Parent shall have the right to sell to the Company (or any successor entity thereof) and the Company (or such successor entity) shall be obligated to repurchase will purchase from Parent (the "Put"), all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below (as limited by subparagraph (iii) below), or all or any portion of and the Shares purchased Option Shares, if any, acquired by Parent pursuant to the exercise of the Optionthereto, at a the price set forth in subparagraph (ii) below (as limited by subparagraph (iii) below:): (i) The difference between the "Market/Tender Offer Price" for shares of the Company Common Stock Shares as of the date (the "Notice Date") Parent gives notice of its intent to exercise of the Put, is given to the Company its rights under this Section 6(a) (defined as the higher of (A) the highest price per share offered as of the Notice Date such date pursuant to any tender or exchange offer or other Alternative Transaction (as defined in the Merger Agreement) Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") such date and (B) the average highest closing sale price of Company Shares then on The Toronto Stock Exchange during the closing prices of shares of the Company Common Stock 20 trading days ending on the Nasdaq National Market for the ten trading days day immediately preceding the Notice Date, (the "Market Price")), such date) and the Exercise Price, multiplied by the number of the Company Shares purchasable pursuant to the Option (or portion thereof with respect to which Parent is exercising its rights under this Section 7)Option, but only if the Market/Tender Offer Price is greater than the Exercise Price. For purposes of determining the highest price offered pursuant to any Alternative Transaction Acquisition Proposal which involves consideration other than cash, the value of such consideration shall will be equal to the higher of (x) if securities of the same class of the proponent as such consideration are traded on any national securities exchange or by any registered securities association, a value based on the closing sale price or asked price for such securities on their principal trading market on such date and (y) the value ascribed to such consideration by the proponent of such Alternative TransactionAcquisition Proposal, or if no such value is ascribed, a value determined in reasonable good faith by the Board of Directors of the Company. (ii) The Exercise Price paid by Parent for the Company Shares acquired pursuant to the exercise of the Option plus PLUS the difference between the Market/Tender Offer Price and the such Exercise Price, Price (but only if the Market/Tender Offer Price is greater than the Exercise Price, ) multiplied by the number of the Company Shares so purchased. (iii) For purposes of clauses Notwithstanding subparagraphs (i) and (ii) of above, pursuant to this Section 7(a)6, the Tender Company will not be required to pay Parent in excess of an aggregate of (x) (U.S.) $4,400,000 PLUS (y) the Exercise Price shall be the highest price per share offered paid by Parent for Company Shares acquired pursuant to a tender or exchange offer or other Alternative Transaction during the Repurchase PeriodOption MINUS (z) any amounts paid to Parent by the Company pursuant to Section 8.3(b) of the Amalgamation Agreement.

Parent Put. At the request of and upon notice by Parent (the "Put Notice"), at any time during the period during which the Option is exercisable pursuant to Section 2 hereof (the "Repurchase Purchase Period") provided that the Company shall have consummated an Alternative Transaction), upon demand by Parent, Parent shall have the right to sell to the Company (or any successor entity thereof) and the Company (or such successor entity) shall be obligated to repurchase will purchase from Parent (the "Put"), all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below (as limited by subparagraph (iii) below), or all or any portion of and the Shares purchased Option Shares, if any, acquired by Parent pursuant to the exercise of the Optionthereto, at a the price set forth in subparagraph (ii) below (as limited by subparagraph (iii) below:): (i) The difference between the "Market/Tender Offer Price" for shares of the Company Common Stock Shares as of the date (the "Notice Date") Parent gives notice of its intent to exercise of the Put, is given to the Company its rights under this Section 7(a) (defined as the higher of (A) the highest price per share offered as of the Notice Date such date pursuant to any tender or exchange offer or other Alternative Transaction (as defined in the Merger Agreement) Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") such date and (B) the average highest closing sale price of the closing prices of shares of the Company Common Stock Shares then on the Nasdaq NASDAQ National Market for during the ten 20 trading days ending on the trading day immediately preceding the Notice Date, (the "Market Price")), such date) and the Exercise Price, multiplied by the number of the Company Shares purchasable pursuant to the Option (or portion thereof with respect to which Parent is exercising its rights under this Section 7)that remain, but only if the Market/Tender Offer Price is greater than the Exercise Price. For purposes of determining the highest price offered pursuant to any Alternative Transaction Acquisition Proposal which involves consideration other than cash, the value of such consideration shall will be equal to the higher of (x) if securities of the same class of the proponent as such consideration are traded on any national securities exchange or by any registered securities association, a value based on the closing sale price or asked price for such securities on their principal trading market on such date and (y) the value ascribed to such consideration by the -4- 5 proponent of such Alternative TransactionAcquisition Proposal, or if no such value is ascribed, a value determined in reasonable good faith by the Board of Directors of the Company. (ii) The Exercise Price paid by Parent for the Company Shares acquired pursuant to the exercise of the Option plus the difference between the Market/Tender Offer Price and the such Exercise Price, Price (but only if the Market/Tender Offer Price is greater than the Exercise Price, ) multiplied by the number of the Company Shares so purchased. (iii) For purposes of clauses Notwithstanding subparagraphs (i) and (ii) of above, pursuant to this Section 7(a), 7 Company will not be required to pay Parent in excess of an aggregate of (x) the Tender product of 1.167 and the Termination Fee plus (y) the Exercise Price shall be the highest price per share offered paid by Parent for Company Shares acquired pursuant to a tender the Option minus (z) any amounts paid to Parent by the Company pursuant to Section 7.3(b) of the Reorganization Agreement and the net cash amounts or exchange offer the fair market value of any property received by Parent pursuant to the sale of Option Shares (the "Profit Cap"). If the total amount that otherwise would be received by Parent would exceed the Profit Cap, Parent, at its election, shall either (i) reduce the number of shares of Company Common Stock subject to the Option, (ii) deliver to Company for cancellation shares of Company Common Stock previously purchased by Parent, (iii) pay cash to Company, (iv) reduce the amount paid pursuant to Section 7(a)(i) or other Alternative Transaction during 7(a)(ii) or (v) any combination of the Repurchase Periodforegoing so Parent's actually realized total profit, when aggregated with the Termination Fee actually paid to Parent, shall not exceed the Profit Cap after taking into account the foregoing actions.

Parent Put. At the request of and upon notice by Parent (the "PUT NOTICE"), at any time during the period during which the Option is exercisable pursuant to Section 2 hereof (the "Repurchase PeriodPURCHASE PERIOD") provided that the Company shall have consummated an Alternative Transaction), upon demand by Parent, Parent shall have the right to sell to the Company (or any successor entity thereof) and the Company (or such successor entity) shall be obligated to repurchase will purchase from Parent (the "Put"), all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below (as limited by subparagraph (iii) below), or all or any portion of and the Shares purchased Option Shares, if any, acquired by Parent pursuant to the exercise of the Optionthereto, at a the price set forth in subparagraph (ii) below (as limited by subparagraph (iii) below:): (i) The difference between the "MarketMARKET/Tender Offer PriceTENDER OFFER PRICE" for shares of the Company Common Stock Shares as of the date (the "Notice Date") Parent gives notice of its intent to exercise of the Put, is given to the Company its rights under this Section 6(a) (defined as the higher of (A) the highest price per share offered as of the Notice Date such date pursuant to any tender or exchange offer or other Alternative Transaction (as defined in the Merger Agreement) Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") such date and (B) the average highest closing sale price of the closing prices of shares of the Company Common Stock Shares then on the Nasdaq National Market for during the ten 20 trading days ending on the trading day immediately preceding the Notice Date, (the "Market Price")), such date) and the Exercise Price, multiplied by the number of the Company Shares purchasable pursuant to the Option (or portion thereof with respect to which Parent is exercising its rights under this Section 7)Option, but only if the Market/Tender Offer Price is greater than the Exercise Price. For purposes of determining the highest price offered pursuant to any Alternative Transaction Acquisition Proposal which involves consideration other than cash, the value of such consideration shall will be equal to the higher of (x) if securities of the same class of the proponent as such consideration are traded on any national securities exchange or by any registered securities association, a value based on the closing sale price or asked price for such securities on their principal trading market on such date and (y) the value ascribed to such consideration by the proponent of such Alternative TransactionAcquisition Proposal, or if no such value is ascribed, a value determined in reasonable good faith by the Board of Directors of the Company. (ii) The Exercise Price paid by Parent for the Company Shares acquired pursuant to the exercise of the Option plus PLUS the difference between the Market/Tender Offer Price and the such Exercise Price, Price (but only if the Market/Tender Offer Price is greater than the Exercise Price, ) multiplied by the number of the Company Shares so purchased. (iii) For purposes of clauses Notwithstanding subparagraphs (i) and (ii) of above, pursuant to this Section 7(a), 6 Company will not be required to pay Parent in excess of an aggregate of (x) $54,375,000 PLUS (y) the Tender Exercise Price shall be the highest price per share offered paid by Parent for Company Shares acquired pursuant to a tender or exchange offer or other Alternative Transaction during the Repurchase PeriodOption MINUS (z) any amounts paid to Parent by the Company pursuant to Section 7.3(b) of the Reorganization Agreement.

Parent Put. At the request of and upon notice by Parent (the "Put Notice"), at any time during the period during which the Option is exercisable pursuant to Section 2 hereof (the "Repurchase Purchase Period") provided that the Company shall have consummated an Alternative Transaction), upon demand by Parent, Parent shall have the right to sell to the Company (or any successor entity thereof) and the Company (or such successor entity) shall be obligated to repurchase will purchase from Parent (the "Put"), all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below, or all or any portion of the Shares purchased by Parent pursuant to the exercise of the Option, at a price set forth in subparagraph (ii) below: (i) below at: The difference between the "Market/Tender Offer Price" for shares of the Company Common Stock Shares as of the date (the "Notice Date") Parent gives notice of its intent to exercise of the Put, is given to the Company its rights under this Section 6(a) (defined as the higher of (A) the highest price per share offered as of the Notice Date such date pursuant to any tender or exchange offer or other Alternative Transaction (as defined in the Merger Agreement) Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") such date and (B) the average closing sale price of the closing prices of shares of the Company Common Stock Shares then on the Nasdaq National Market for during the ten five (5) trading days ending on the trading day immediately preceding the Notice Date, (the "Market Price")), such date) and the Exercise Price, multiplied by the number of the Company Shares purchasable pursuant to the Option (or portion thereof with respect to which Parent is exercising its rights under this Section 7)Option, but only if the Market/Tender Offer Price is greater than the Exercise Price. For purposes of determining the highest price offered pursuant to any Alternative Transaction Acquisition Proposal which involves consideration other than cash, the value of such consideration shall will be equal to the higher of (x) if securities of the same class of the proponent as such consideration are traded on any national securities exchange or by any registered securities association, a value based on the closing sale price or asked price for such securities on their principal trading market on such date and (y) the value ascribed to such consideration by the proponent of such Alternative TransactionAcquisition Proposal, or if no such value is ascribed, a value determined in reasonable good faith by the Board of Directors of the Company. (ii) The Exercise Price paid by Parent for the Shares acquired pursuant to the exercise of the Option plus the difference between the Market/Tender Offer Price and the Exercise Price, but only if the Market/Tender Offer Price is greater than the Exercise Price, multiplied by the number of the Shares so purchased. (iii) For purposes of clauses (i) and (ii) of this Section 7(a), the Tender Price shall be the highest price per share offered pursuant to a tender or exchange offer or other Alternative Transaction during the Repurchase Period.

Parent Put. At the request of and upon notice by Parent (the "PUT NOTICE"), at any time during the period during which the Option is exercisable pursuant to Section 2 hereof (the "Repurchase PeriodPURCHASE PERIOD") provided that the Company shall have consummated an Alternative Transaction), upon demand by Parent, Parent shall have the right to sell to the Company (or any successor entity thereof) and the Company (or such successor entity) shall be obligated to repurchase will purchase from Parent (the "Put"), all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below (as limited by subparagraph (iii) below), or all or any portion of and the Shares purchased Option Shares, if any, acquired by Parent pursuant to the exercise of the Optionthereto, at a the price set forth in subparagraph (ii) below (as limited by subparagraph (iii) below:): (i) The difference between the "MarketMARKET/Tender Offer PriceTENDER OFFER PRICE" for shares of the Company Common Stock Shares as of the date (the "Notice Date") Parent gives notice of its intent to exercise of the Put, is given to the Company its rights under this Section 6(a) (defined as the higher of (A) the highest price per share offered as of the Notice Date such date pursuant to any tender or exchange offer or other Alternative Transaction (as defined in the Merger Agreement) Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") such date and (B) the average highest closing sale price of the closing prices of shares of the Company Common Stock Shares then on the Nasdaq NASDAQ National Market for during the ten 20 trading days ending on the trading day immediately preceding the Notice Date, (the "Market Price")), such date) and the Exercise Price, multiplied by the number of the Company Shares purchasable pursuant to the Option (or portion thereof with respect to which Parent is exercising its rights under this Section 7)that remain, but only if the Market/Tender Offer Price is greater than the Exercise Price. For purposes of determining the highest price offered pursuant to any Alternative Transaction Acquisition Proposal which involves consideration other than cash, the value of such consideration shall will be equal to the higher of (x) if securities of the same class of the proponent as such consideration are traded on any national securities exchange or by any registered securities association, a value based on the closing sale price or asked price for such securities on their principal trading market on such date and (y) the value ascribed to such consideration by the proponent of such Alternative TransactionAcquisition Proposal, or if no such value is ascribed, a value determined in reasonable good faith by the Board of Directors of the Company. (ii) The Exercise Price paid by Parent for the Company Shares acquired pursuant to the exercise of the Option plus PLUS the difference between the Market/Tender Offer Price and the such Exercise Price, Price (but only if the Market/Tender Offer Price is greater than the Exercise Price, ) multiplied by the number of the Company Shares so purchased. (iii) For purposes of clauses Notwithstanding subparagraphs (i) and (ii) of above, pursuant to this Section 7(a), 6 Company will not be required to pay Parent in excess of an aggregate of (x) $50,000,000 MINUS (z) any cash amounts paid (or due to be paid in the Tender Price shall be future) to Parent by the highest price per share offered Company pursuant to a tender or exchange offer or other Alternative Transaction during Section 7.3(b) of the Repurchase PeriodReorganization Agreement.

Parent Put. At the request of and upon notice by Parent (the "Put Notice"), at any time during the period during which the Option is exercisable pursuant to Section 2 hereof (the "Repurchase Purchase Period") provided that the Company shall have consummated an Alternative Transaction), upon demand by Parent, Parent shall have the right to sell to the Company (or any successor entity thereof) and the Company (or such successor entity) shall be obligated to repurchase will purchase from Parent (the "Put"), all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below (as limited by subparagraph (iii) below), or all or any portion of and the Shares purchased Option Shares, if any, acquired by Parent pursuant to the exercise of the Optionthereto, at a the price set forth in subparagraph (ii) below (as limited by subparagraph (iii) below:): (i) The difference between the "Market/Tender Offer Price" for shares of the Company Common Stock Shares as of the date (the "Notice Date") Parent gives notice of its intent to exercise of the Put, is given to the Company its rights under this Section 7(a) (defined as the higher of (A) the highest price per share offered as of the Notice Date such date pursuant to any tender or exchange offer or other Alternative Transaction (as defined in the Merger Agreement) Acquisition Proposal which -3- 4 was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") such date and (B) the average highest closing sale price of the closing prices of shares of the Company Common Stock Shares then on the Nasdaq NASDAQ National Market for during the ten 20 trading days ending on the trading day immediately preceding the Notice Date, (the "Market Price")), such date) and the Exercise Price, multiplied by the number of the Company Shares purchasable pursuant to the Option (or portion thereof with respect to which Parent is exercising its rights under this Section 7)that remain, but only if the Market/Tender Offer Price is greater than the Exercise Price. For purposes of determining the highest price offered pursuant to any Alternative Transaction Acquisition Proposal which involves consideration other than cash, the value of such consideration shall will be equal to the higher of (x) if securities of the same class of the proponent as such consideration are traded on any national securities exchange or by any registered securities association, a value based on the closing sale price or asked price for such securities on their principal trading market on such date and (y) the value ascribed to such consideration by the proponent of such Alternative TransactionAcquisition Proposal, or if no such value is ascribed, a value determined in reasonable good faith by the Board of Directors of the Company. (ii) The Exercise Price paid by Parent for the Company Shares acquired pursuant to the exercise of the Option plus the difference between the Market/Tender Offer Price and the such Exercise Price, Price (but only if the Market/Tender Offer Price is greater than the Exercise Price, ) multiplied by the number of the Company Shares so purchased. (iii) For purposes of clauses Notwithstanding subparagraphs (i) and (ii) of above, pursuant to this Section 7(a), 7 Company will not be required to pay Parent in excess of an aggregate of (x) the Tender product of 1.167 and the Termination Fee plus (y) the Exercise Price shall be the highest price per share offered paid by Parent for Company Shares acquired pursuant to a tender the Option minus (z) any amounts paid to Parent by the Company pursuant to Section 7.3(b) of the Reorganization Agreement and the net cash amounts or exchange offer the fair market value of any property received by Parent pursuant to the sale of Option Shares (the "Profit Cap"). If the total amount that otherwise would be received by Parent would exceed the Profit Cap, Parent, at its election, shall either (i) reduce the number of shares of Company Common Stock subject to the Option, (ii) deliver to Company for cancellation shares of Company Common Stock previously purchased by Parent, (iii) pay cash to Company, (iv) reduce the amount paid pursuant to Section 7(a)(i) or other Alternative Transaction during 7(a)(ii) or (v) any combination of the Repurchase Periodforegoing so Parent's actually realized total profit, when aggregated with the Termination Fee actually paid to Parent, shall not exceed the Profit Cap after taking into account the foregoing actions.

Parent Put. At the request of and upon notice by Parent (the "Put ---------- --- Notice"), at any time during the period during which the Option is exercisable ------ pursuant to Section 2 hereof (the "Repurchase Purchase Period") provided that the Company shall have consummated an Alternative Transaction), upon demand by Parent, Parent shall have the right to sell to the Company (or any successor -------- ------ entity thereof) and the Company (or such successor entity) shall be obligated to repurchase will purchase from Parent (the "Put"), all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below, or and all or any portion of the Shares purchased Option Shares, if any, acquired by Parent pursuant to the exercise of the Optionthereto, at a the price set forth in subparagraph (ii) below: (i) The difference between the "Market/Tender Offer Price" for shares of ------------------------- the Company Common Stock Shares as of the date (the "Notice Date") Parent gives notice of its intent to exercise of the Put, is given to the Company its rights under this Section 7(a) (defined as the higher of (A) the highest price per share offered as of the Notice Date such date pursuant to any tender or exchange offer or other Alternative Transaction (as defined in the Merger Agreement) Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") such date and (B) the average highest closing sale price of the closing prices of shares of the Company Common Stock Shares then on the Nasdaq National Market for during the ten twenty (20) trading days ending on the trading day immediately preceding the Notice Date, (the "Market Price")), such date) and the Exercise Price, multiplied by the number of the Company Shares purchasable pursuant to the Option (or portion thereof with respect to which Parent is exercising its rights under this Section 7)Option, but only if the Market/Tender Offer Price is greater than the Exercise Price. For purposes of determining the highest price offered pursuant to any Alternative Transaction Acquisition Proposal which involves consideration other than cash, the value of such consideration shall will be equal to the higher of (x) if securities of the same class of the proponent as such consideration are traded on any national securities exchange or by any registered securities association, a value based on the closing sale price or asked price for such securities on their principal trading market on such date and (y) the value ascribed to such consideration by the proponent of such Alternative TransactionAcquisition Proposal, or if no such value is ascribed, a value determined in reasonable good faith by the Board of Directors of the Company. (ii) The Exercise Price paid by Parent for the Company Shares acquired pursuant to the exercise of the Option plus the difference between the Market/Tender Offer Price ---- and the such Exercise Price, Price (but only if the Market/Tender Offer Price is greater than the Exercise Price, ) multiplied by the number of the Company Shares so purchased. (iii) For purposes of clauses (i) and (ii) of this Section 7(a), the Tender Price shall be the highest price per share offered pursuant to a tender or exchange offer or other Alternative Transaction during the Repurchase Period.

Parent Put. At the request of and upon notice by Parent (the ---------- "Put Notice"), at any time during the period during which the Option is ---------- exercisable pursuant to Section 2 hereof (the "Repurchase Purchase Period") provided that the Company shall have consummated an Alternative Transaction), upon demand by Parent, Parent shall have the right to sell to the Company (or any --------------- successor entity thereof) and the Company (or such successor entity) shall be obligated to repurchase will purchase from Parent (the "Put"), all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below (as limited by subparagraph (iii) below), or all or any portion of and the Shares purchased Option Shares, if any, acquired by Parent pursuant to the exercise of the Optionthereto, at a the price set forth in subparagraph (ii) below (as limited by subparagraph (iii) below:): (i) The difference between the "Market/Tender Offer Price" ------------------------- for shares of the Company Common Stock Shares as of the date (the "Notice Date") Parent gives notice of its intent to exercise of the Put, is given to the Company its rights under this Section 7(a) (defined as the higher of (A) the highest price per share offered as of the Notice Date such date pursuant to any tender or exchange offer or other Alternative Transaction (as defined in the Merger Agreement) Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") such date and (B) the average highest closing sale price of the closing prices of shares of the Company Common Stock Shares then on the Nasdaq NASDAQ National Market for during the ten 20 trading days ending on the trading day immediately preceding the Notice Date, (the "Market Price")), such date) and the Exercise Price, multiplied by the number of the Company Shares purchasable pursuant to the Option (or portion thereof with respect to which Parent is exercising its rights under this Section 7)that remain, but only if the Market/Tender Offer Price is greater than the Exercise Price. For purposes of determining the highest price offered pursuant to any Alternative Transaction Acquisition Proposal which involves consideration other than cash, the value of such consideration shall will be equal to the higher of (x) if securities of the same class of the proponent as such consideration are traded on any national securities exchange or by any registered securities association, a value based on the closing sale price or asked price for such securities on their principal trading market on such date and (y) the value ascribed to such consideration by the proponent of such Alternative TransactionAcquisition Proposal, or if no such value is ascribed, a value determined in reasonable good faith by the Board of Directors of the Company. (ii) The Exercise Price paid by Parent for the Company Shares acquired pursuant to the exercise of the Option plus the difference between the Market/Tender Offer Price ---- and the such Exercise Price, Price (but only if the Market/Tender Offer Price is greater than the Exercise Price, ) multiplied by the number of the Company Shares so purchased. (iii) For purposes of clauses Notwithstanding subparagraphs (i) and (ii) of above, pursuant to this Section 7(a), 7 Company will not be required to pay Parent in excess of an aggregate of (x) the Tender product of 1.167 and the Termination Fee plus (y) the ---- Exercise Price shall be the highest price per share offered paid by Parent for Company Shares acquired pursuant to a tender the Option minus (z) any amounts paid to Parent by the Company pursuant to Section 7.3(b) ----- of the Reorganization Agreement and the net cash amounts or exchange offer the fair market value of any property received by Parent pursuant to the sale of Option Shares (the "Profit Cap"). If the total amount that otherwise would be received by ---------- Parent would exceed the Profit Cap, Parent, at its election, shall either (i) reduce the number of shares of Company Common Stock subject to the Option, (ii) deliver to Company for cancellation shares of Company Common Stock previously purchased by Parent, (iii) pay cash to Company, (iv) reduce the amount paid pursuant to Section 7(a)(i) or other Alternative Transaction during 7(a)(ii) or (v) any combination of the Repurchase Periodforegoing so Parent's actually realized total profit, when aggregated with the Termination Fee actually paid to Parent, shall not exceed the Profit Cap after taking into account the foregoing actions.