Common use of Procedure for Exercise Clause in Contracts

Procedure for Exercise. If such right is exercised with respect to all the Target Shares specified in the notice of intended disposition, the Company (or its assignees) and/or the Purchasing Shareholders shall, except as provided below, effect the repurchase of the Target Shares, including payment of the purchase price, not more than ten (10) days after the expiration of the fifteen (15)-day option period of the Purchasing Shareholders or fifteen (15) days after the expiration of the fifteen (15)-day option period of the Company if the Company elects to exercise the option with respect to all of the Target Shares; and at such time the Optionee shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company's Common Stock. However, (i) should the purchase price specified in the notice of intended disposition be payable in property other than cash or evidences of indebtedness, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property, and (ii) if there is no purchase price for the intended disposition, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to purchase any or all of the Target Shares for a purchase price in the form of cash equal in amount to the value of such Target Shares. If the Optionee and the Company (or its assignees) and/or the Purchasing Shareholders cannot agree on such cash value within ten (10) days after the Company's receipt of the notice of intended disposition, the valuation shall be made by an appraiser of recognized standing selected by the Optionee and the Company (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt of such notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. In the event that the valuation is made by an appraiser, the fees associated with such appraisal shall be borne by the Company. The closing shall then be held on the later of (i) the fifth business day following the Company's (or its assignees') exercise of its purchase rights hereunder or (ii) the fifteenth day after such cash valuation shall have been made.

Procedure for Exercise. If such right is exercised Optionholder may exercise all or any portion of the Options granted hereunder with respect to Option Shares vested and exercisable pursuant to Section 2(c) above by delivering written notice of exercise to the Company, together with (i) a written acknowledgment that Optionholder has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Optionholder regarding the Target Shares specified Company and its Subsidiaries, (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the Company in the amount equal to the number of Option Shares to be acquired multiplied by the applicable option exercise price (the “Aggregate Exercise Price”), provided that, Optionholder may, in lieu of paying the Aggregate Exercise Price in cash, indicate in Optionholder’s exercise notice of intended dispositionthat such Optionholder intends to effect a cashless exercise thereof and, in such case, the Company (or its assignees) and/or shall cancel such number of Option Shares otherwise issuable to the Purchasing Shareholders shall, except as provided below, effect Optionholder having a Fair Market Value equal to the repurchase Aggregate Exercise Price of the Target SharesOptions being exercised, including payment in which event the Company shall only issue Option Shares for the remainder of the purchase priceOptions being exercised after satisfying the Aggregate Exercise Price, not more than ten (10iii) days after an executed joinder agreement to that certain Stockholders Agreement, dated as of November 13, 2017, by and among the expiration Company and its stockholders signatory thereto (as amended from time to time, the “Stockholders Agreement”), in form and substance reasonably satisfactory to the Company, pursuant to which such Optionholder shall become a party to the Stockholders Agreement and be entitled to the rights and benefits and subject to the duties and obligations of a “Management Stockholder” thereunder, and (iv) an executed consent from Optionholder’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the fifteen (15)-day option period Options, Optionholder will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries which it believes is necessary to enable Optionholder to make an informed investment decision. If, at any time subsequent to the date Optionholder exercises any portion of the Purchasing Shareholders Options granted hereunder and prior to the occurrence of a Termination Event, Optionholder becomes legally married (whether in the first instance or fifteen (15) days after the expiration of the fifteen (15)-day option period of the Company if the Company elects to exercise the option with respect a different spouse), Optionholder shall cause Optionholder’s spouse to all of the Target Shares; execute and at such time the Optionee shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company's Common Stock. However, (i) should the purchase price specified in the notice of intended disposition be payable in property other than cash or evidences of indebtedness, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to pay the purchase price a consent in the form of cash equal in amount Exhibit 1 attached to the value of such property, and (ii) if there is no purchase price for the intended disposition, Plan. Optionholder’s failure to deliver to the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to purchase any or all of the Target Shares for a purchase price an executed consent in the form of cash equal in amount Exhibit 1 to the value Plan at any time when Optionholder would otherwise be required to deliver such consent shall constitute Optionholder’s continuing representation and warranty that Optionholder is not legally married as of such Target Shares. If the Optionee and the Company (or its assignees) and/or the Purchasing Shareholders cannot agree on such cash value within ten (10) days after the Company's receipt of the notice of intended disposition, the valuation shall be made by an appraiser of recognized standing selected by the Optionee and the Company (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt of such notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. In the event that the valuation is made by an appraiser, the fees associated with such appraisal shall be borne by the Company. The closing shall then be held on the later of (i) the fifth business day following the Company's (or its assignees') exercise of its purchase rights hereunder or (ii) the fifteenth day after such cash valuation shall have been madedate.

Procedure for Exercise. If such right is The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to all which the Target Shares specified in Option is being exercised. The notice shall be accompanied (i) at the notice of intended disposition, the Company (or its assignees) and/or the Purchasing Shareholders shall, except as provided below, effect the repurchase election of the Target SharesOptionee, including payment of the purchase priceby cash, not more than ten (10) days after the expiration of the fifteen (15)-day option period of the Purchasing Shareholders cashier's check, bank draft, or fifteen (15) days after the expiration of the fifteen (15)-day option period of the Company if the Company elects to exercise the option with respect to all of the Target Shares; and at such time the Optionee shall deliver postal or express money order payable to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be cancelled and cease to be issued and outstanding shares order of the Company's Common Stock. However, (i) should the purchase price specified in the notice of intended disposition be payable in property other than cash or evidences of indebtedness, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property, and (ii) if there as allowed by the Committee, by certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, or (iii) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by fax or telecopy provided that the exercise price of such shares is no purchase price for the intended disposition, received by the Company (via wire transfer on the same day the fax or its assignees) and/or the Purchasing Shareholders shall have the right to purchase any or all of the Target Shares for a purchase price in the form of cash equal in amount to the value of such Target Shares. If the Optionee and the Company (or its assignees) and/or the Purchasing Shareholders cannot agree on such cash value within ten (10) days after the Company's receipt of the notice of intended disposition, the valuation shall be made by an appraiser of recognized standing selected by the Optionee and the Company (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt of such notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. In the event that the valuation telecopy transmission is made by an appraiser, the fees associated with such appraisal shall be borne received by the Company. The closing notice shall then specify the address to which the certificates for such shares are to be held mailed. An option to purchase shares of Common Stock in accordance with this Plan shall be deemed to have been exercised immediately prior to the close of business on the later of date (i) the fifth business day following the Company's (or its assignees') written notice of such exercise of its purchase rights hereunder or and (ii) payment in full of the fifteenth day exercise price for the number of shares for which Options are being exercised are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such cash valuation written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have been madedeposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. If such right is exercised Optionholder may exercise all or any portion of the Options granted hereunder with respect to Option Shares vested and exercisable pursuant to Section 2(c) above by delivering written notice of exercise to the Company, together with (i) a written acknowledgment that Optionholder has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Optionholder regarding the Target Shares specified Company and its Subsidiaries, (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the Company in the amount equal to the number of Option Shares to be acquired multiplied by the applicable option exercise price (the “Aggregate Exercise Price”), provided that, Optionholder may, in lieu of paying the Aggregate Exercise Price in cash, indicate in Optionholder’s exercise notice of intended dispositionthat such Optionholder intends to effect a cashless exercise thereof and, in such case, the Company (or its assignees) and/or shall cancel such number of Option Shares otherwise issuable to the Purchasing Shareholders shall, except as provided below, effect Optionholder having a Fair Market Value equal to the repurchase Aggregate Exercise Price of the Target SharesOptions being exercised, including payment in which event the Company shall only issue Option Shares for the remainder of the purchase priceOptions being exercised after satisfying the Aggregate Exercise Price, not more than ten (10iii) days after an executed joinder agreement to that certain Stockholders Agreement, dated as of July 31, 2016, by and among the expiration Company and its stockholders signatory thereto (as amended from time to time, the “Stockholders Agreement”), in form and substance reasonably satisfactory to the Company, pursuant to which such Optionholder shall become a party to the Stockholders Agreement and be entitled to the rights and benefits and subject to the duties and obligations of a “Management Stockholder” thereunder, and (iv) an executed consent from Optionholder’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the fifteen (15)-day option period Options, Optionholder will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries which it believes is necessary to enable Optionholder to make an informed investment decision. If, at any time subsequent to the date Optionholder exercises any portion of the Purchasing Shareholders Options granted hereunder and prior to the occurrence of a Termination Event, Optionholder becomes legally married (whether in the first instance or fifteen (15) days after the expiration of the fifteen (15)-day option period of the Company if the Company elects to exercise the option with respect a different spouse), Optionholder shall cause Optionholder’s spouse to all of the Target Shares; execute and at such time the Optionee shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company's Common Stock. However, (i) should the purchase price specified in the notice of intended disposition be payable in property other than cash or evidences of indebtedness, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to pay the purchase price a consent in the form of cash equal in amount Exhibit 1 attached to the value of such property, and (ii) if there is no purchase price for the intended disposition, Plan. Optionholder’s failure to deliver to the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to purchase any or all of the Target Shares for a purchase price an executed consent in the form of cash equal in amount Exhibit 1 to the value Plan at any time when Optionholder would otherwise be required to deliver such consent shall constitute Optionholder’s continuing representation and warranty that Optionholder is not legally married as of such Target Shares. If the Optionee and the Company (or its assignees) and/or the Purchasing Shareholders cannot agree on such cash value within ten (10) days after the Company's receipt of the notice of intended disposition, the valuation shall be made by an appraiser of recognized standing selected by the Optionee and the Company (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt of such notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. In the event that the valuation is made by an appraiser, the fees associated with such appraisal shall be borne by the Company. The closing shall then be held on the later of (i) the fifth business day following the Company's (or its assignees') exercise of its purchase rights hereunder or (ii) the fifteenth day after such cash valuation shall have been madedate.

Procedure for Exercise. If such right is exercised In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be delivered to the Warrantholder within a reasonable time, not exceeding three Business Days, after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to all which this Warrant shall not then have been exercised shall also be issued to the Target Shares specified in the notice of intended dispositionWarrantholder within such time. With respect to any such exercise, the Company (or its assignees) and/or Warrantholder shall for all purposes be deemed to have become the Purchasing Shareholders shall, except as provided below, effect the repurchase holder of record of the Target Sharesnumber of shares of Common Stock evidenced by such certificate or certificates from the date on which this Warrant was surrendered and if such exercise is pursuant to Section 1(a), including from the date on which payment of the purchase priceWarrant Price was made, not more than ten (10) days after the expiration irrespective of the fifteen (15)-day option period date of delivery of such certificate, except that, if the Purchasing Shareholders or fifteen (15) days after date of such surrender and payment is a date on which the expiration of the fifteen (15)-day option period stock transfer books of the Company if are closed, such person shall be deemed to have become the Company elects to exercise holder of such shares at the option with respect to all close of business on the Target Shares; and at such time next succeeding date on which the Optionee stock transfer books are open. No fractional shares shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be cancelled and cease to be issued upon exercise of this Warrant and outstanding shares of the Company's Common Stock. However, (i) should the purchase price specified in the notice of intended disposition be payable in property other than cash no payment or evidences of indebtedness, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property, and (ii) if there is no purchase price for the intended disposition, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to purchase any or all of the Target Shares for a purchase price in the form of cash equal in amount to the value of such Target Shares. If the Optionee and the Company (or its assignees) and/or the Purchasing Shareholders cannot agree on such cash value within ten (10) days after the Company's receipt of the notice of intended disposition, the valuation adjustment shall be made by an appraiser upon any exercise on account of recognized standing selected by any cash dividends on the Optionee and Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the Company (or its assignees) orprovisions of this Section 1, if they cannot agree on an appraiser within twenty (20) days after be delivered upon any such exercise, the Company's receipt , in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the Current Market Price of such noticefractional interest, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. In the event that the valuation is made by an appraiser, the fees associated with such appraisal shall be borne by the Company. The closing shall then be held on the later of (i) the fifth business day following the Company's (or its assignees') exercise of its purchase rights hereunder or (ii) the fifteenth day after such cash valuation shall have been madeas determined below.

Procedure for Exercise. If such right is exercised with respect In order to all the Target Shares specified exercise this Amended and Restated Warrant in the notice of intended dispositionwhole or in part, the Company (registered holder hereof shall complete the Subscription Form attached hereto, and deliver this Amended and Restated Warrant to the Company, at its office or its assignees) and/or the Purchasing Shareholders shallagency provided for in Section 2, except as provided below, effect the repurchase together with one or more of the Target Shares, including payment following types of consideration in an aggregate amount equal to the aggregate Purchase Price of the purchase price, not more than ten (10) days after the expiration of the fifteen (15)-day option period of the Purchasing Shareholders or fifteen (15) days after the expiration of the fifteen (15)-day option period of the Company if the Company elects to exercise the option with respect to all of the Target Shares; and at such time the Optionee shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company's Common Stock. However, Stock then being purchased: (i) should the purchase price specified in the notice of intended disposition be payable in property other than cash or evidences of indebtedness, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property, check; and (ii) if there is no purchase price for shares of the intended dispositionCommon Stock (which shall be valued at their Market Price on the date of exercise). In addition to delivering the consideration specified in the preceding sentence, the registered holder of the Amended and Restated Warrant may make a "cashless" exercise of this Amended and Restated Warrant by instructing the Company to withhold Warrant Shares that would otherwise be issued upon the exercise of this Amended and Restated Warrant (which shall be valued at their Market Price on the date of exercise). The exercise of this Amended and Restated Warrant shall be deemed to have been effected and the Purchase Price and the number of shares of the Common Stock issuable in connection with such exercise shall be determined as of the close of business on the Business Day prior to the date on which such completed Subscription Form shall have been delivered at such office or agency. Upon receipt of such Form and the consideration referenced in the first sentence of this Section 4, the Company (shall, as promptly as practicable, and in any event within 10 Business Days thereafter, execute or its assignees) and/or cause to be executed and delivered to said holder by an air courier which guarantees next day delivery a certificate or certificates representing the Purchasing Shareholders shall have the right to purchase any or all aggregate number of shares of the Target Shares for a purchase price Common Stock specified in such Form. Each stock certificate so delivered shall be in such authorized denomination as may be requested by the registered holder hereof and shall be registered in the form name of cash equal said holder or such other name as shall be designated by said holder, and the Person in amount whose name any such stock certificate shall be issued upon such exercise shall be deemed to have become the value holder of record of the shares represented thereby as of the time when the exercise of this Amended and Restated Warrant with respect to such Target Sharesshares shall be deemed to have been effected. If the Optionee this Amended and the Company (or its assignees) and/or the Purchasing Shareholders cannot agree on such cash value within ten (10) days after the Company's receipt of the notice of intended disposition, the valuation shall be made by an appraiser of recognized standing selected by the Optionee and the Company (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt of such notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. In the event that the valuation is made by an appraiser, the fees associated with such appraisal shall be borne by the Company. The closing shall then be held on the later of (i) the fifth business day following the Company's (or its assignees') exercise of its purchase rights hereunder or (ii) the fifteenth day after such cash valuation Restated Warrant shall have been madeexercised only in part, the Company shall, at its expense at the time of delivery of said stock certificate or certificates, deliver to such holder a new Warrant of like tenor evidencing the rights of such holder to purchase the remaining shares of the Common Stock covered by this Amended and Restated Warrant. The Company shall pay all taxes, other expenses and charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section 4.

Procedure for Exercise. If such right is exercised In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be delivered to the Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to all the Target Shares specified in unexercised portion of this Warrant shall also be issued to the notice of intended dispositionWarrantholder within such time. With respect to any such exercise, the Company (or its assignees) and/or Warrantholder shall for all purposes be deemed to have become the Purchasing Shareholders shall, except as provided below, effect the repurchase holder of record of the Target Sharesnumber of shares of Common Stock evidenced by such certificate or certificates, including from the date on which this Warrant was surrendered and, if exercise is pursuant to Section 1(a), payment of the purchase priceWarrant Price was made, not more than ten (10) days after the expiration irrespective of the fifteen (15)-day option period date of delivery of such certificate, except that, if the Purchasing Shareholders or fifteen (15) days after date of such surrender and payment is a date on which the expiration of the fifteen (15)-day option period stock transfer books of the Company if are closed, such person shall be deemed to have become the Company elects to exercise holder of such shares at the option with respect to all close of business on the Target Shares; and at such time next succeeding date on which the Optionee stock transfer books are open. No fractional shares shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be cancelled and cease to be issued upon exercise of this Warrant and outstanding shares of the Company's Common Stock. However, (i) should the purchase price specified in the notice of intended disposition be payable in property other than cash no payment or evidences of indebtedness, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property, and (ii) if there is no purchase price for the intended disposition, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to purchase any or all of the Target Shares for a purchase price in the form of cash equal in amount to the value of such Target Shares. If the Optionee and the Company (or its assignees) and/or the Purchasing Shareholders cannot agree on such cash value within ten (10) days after the Company's receipt of the notice of intended disposition, the valuation adjustment shall be made by an appraiser upon any exercise on account of recognized standing selected by any cash dividends on the Optionee and Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the Company (or its assignees) orprovisions of this Section 1, if they cannot agree on an appraiser within twenty (20) days after be delivered upon any such exercise, the Company's receipt , in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the current Fair Market Value of such noticefractional interest, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. In the event that the valuation is made by an appraiser, the fees associated with such appraisal shall be borne by the Company. The closing shall then be held on the later of (i) the fifth business day following the Company's (or its assignees') exercise of its purchase rights hereunder or (ii) the fifteenth day after such cash valuation shall have been madeas determined above.

Procedure for Exercise. If such right is exercised In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be delivered to the Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to all the Target Shares specified in unexercised portion of this Warrant shall also be issued to the notice of intended dispositionWarrantholder within such time. With respect to any such exercise, the Company (or its assignees) and/or Warrantholder shall for all purposes be deemed to have become the Purchasing Shareholders shall, except as provided below, effect the repurchase holder of record of the Target Sharesnumber of shares of Common Stock evidenced by such certificate or certificates, including from the date on which this Warrant was surrendered and, if exercise is pursuant to SECTION 1(A), payment of the purchase priceWarrant Price was made, not more than ten (10) days after the expiration irrespective of the fifteen (15)-day option period date of delivery of such certificate, except that, if the Purchasing Shareholders or fifteen (15) days after date of such surrender and payment is a date on which the expiration of the fifteen (15)-day option period stock transfer books of the Company if are closed, such person shall be deemed to have become the Company elects to exercise holder of such shares at the option with respect to all close of business on the Target Shares; and at such time next succeeding date on which the Optionee stock transfer books are open. No fractional shares shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be cancelled and cease to be issued upon exercise of this Warrant and outstanding shares of the Company's Common Stock. However, (i) should the purchase price specified in the notice of intended disposition be payable in property other than cash no payment or evidences of indebtedness, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property, and (ii) if there is no purchase price for the intended disposition, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to purchase any or all of the Target Shares for a purchase price in the form of cash equal in amount to the value of such Target Shares. If the Optionee and the Company (or its assignees) and/or the Purchasing Shareholders cannot agree on such cash value within ten (10) days after the Company's receipt of the notice of intended disposition, the valuation adjustment shall be made by an appraiser upon any exercise on account of recognized standing selected by any cash dividends on the Optionee and Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the Company (or its assignees) orprovisions of this SECTION 1, if they cannot agree on an appraiser within twenty (20) days after be delivered upon any such exercise, the Company's receipt , in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the current Fair Market Value of such noticefractional interest, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. In the event that the valuation is made by an appraiser, the fees associated with such appraisal shall be borne by the Company. The closing shall then be held on the later of (i) the fifth business day following the Company's (or its assignees') exercise of its purchase rights hereunder or (ii) the fifteenth day after such cash valuation shall have been madeas determined above.

Procedure for Exercise. If such right is exercised Optionholder may exercise all or any portion of the Options granted hereunder with respect to Option Shares vested and exercisable pursuant to Section 2(c) above by delivering written notice of exercise to the Company, together with (i) a written acknowledgment that Optionholder has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Optionholder regarding the Target Shares specified Company and its Subsidiaries, (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the Company in the amount equal to the number of Option Shares to be acquired multiplied by the applicable option exercise price (the “Aggregate Exercise Price”), provided that, Optionholder may, in lieu of paying the Aggregate Exercise Price in cash, indicate in Optionholder’s exercise notice of intended dispositionthat such Optionholder intends to effect a cashless exercise thereof and, in such case, the Company (or its assignees) and/or shall cancel such number of Option Shares otherwise issuable to the Purchasing Shareholders shall, except as provided below, effect Optionholder having a Fair Market Value equal to the repurchase Aggregate Exercise Price of the Target SharesOptions being exercised, including payment in which event the Company shall only issue Option Shares for the remainder of the purchase priceOptions being exercised after satisfying the Aggregate Exercise Price, not more than ten (10iii) days after an executed joinder agreement to that certain Stockholders Agreement, dated as of March 3, 2016, by and among the expiration Company and its stockholders signatory thereto (as amended from time to time, the “Stockholders Agreement”), in form and substance reasonably satisfactory to the Company, pursuant to which such Optionholder shall become a party to the Stockholders Agreement and be entitled to the rights and benefits and subject to the duties and obligations of a “Management Stockholder” thereunder, and (iv) an executed consent from Optionholder’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the fifteen (15)-day option period Options, Optionholder will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries which it believes is necessary to enable Optionholder to make an informed investment decision. If, at any time subsequent to the date Optionholder exercises any portion of the Purchasing Shareholders Options granted hereunder and prior to the occurrence of a Change of Control, Optionholder becomes legally married (whether in the first instance or fifteen (15) days after the expiration of the fifteen (15)-day option period of the Company if the Company elects to exercise the option with respect a different spouse), Optionholder shall cause Optionholder’s spouse to all of the Target Shares; execute and at such time the Optionee shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company's Common Stock. However, (i) should the purchase price specified in the notice of intended disposition be payable in property other than cash or evidences of indebtedness, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to pay the purchase price a consent in the form of cash equal in amount Exhibit 1 attached to the value of such property, and (ii) if there is no purchase price for the intended disposition, Plan. Optionholder’s failure to deliver to the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to purchase any or all of the Target Shares for a purchase price an executed consent in the form of cash equal in amount Exhibit 1 to the value Plan at any time when Optionholder would otherwise be required to deliver such consent shall constitute Optionholder’s continuing representation and warranty that Optionholder is not legally married as of such Target Shares. If the Optionee and the Company (or its assignees) and/or the Purchasing Shareholders cannot agree on such cash value within ten (10) days after the Company's receipt of the notice of intended disposition, the valuation shall be made by an appraiser of recognized standing selected by the Optionee and the Company (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt of such notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. In the event that the valuation is made by an appraiser, the fees associated with such appraisal shall be borne by the Company. The closing shall then be held on the later of (i) the fifth business day following the Company's (or its assignees') exercise of its purchase rights hereunder or (ii) the fifteenth day after such cash valuation shall have been madedate.

Procedure for Exercise. If such right is exercised In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be delivered to the Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the remaining number of shares (except a remaining fractional share), if any, with respect to all which this Warrant shall not then have been exercised shall also be issued to the Target Shares specified in the notice of intended dispositionWarrantholder within such time. With respect to any such exercise, the Company (or its assignees) and/or Warrantholder shall for all purposes be deemed to have become the Purchasing Shareholders shall, except as provided below, effect the repurchase holder of record of the Target Sharesnumber of shares of Common Stock evidenced by such certificate or certificates from the date on which this Warrant was surrendered and if exercise is pursuant to Section 1(a), including payment of the purchase priceWarrant Price was made, not more than ten (10) days after the expiration irrespective of the fifteen (15)-day option period date of delivery of such certificate, except that, if the Purchasing Shareholders or fifteen (15) days after date of such surrender and payment is a date on which the expiration of the fifteen (15)-day option period stock transfer books of the Company if are closed, such person shall be deemed to have been the Company elects to exercise holder of such shares at the option with respect to all close of business on the Target Shares; and at such time next succeeding date on which the Optionee stock transfer books are open. No fractional shares shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be cancelled and cease to be issued upon exercise of this Warrant and outstanding shares of the Company's Common Stock. However, (i) should the purchase price specified in the notice of intended disposition be payable in property other than cash no payment or evidences of indebtedness, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property, and (ii) if there is no purchase price for the intended disposition, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to purchase any or all of the Target Shares for a purchase price in the form of cash equal in amount to the value of such Target Shares. If the Optionee and the Company (or its assignees) and/or the Purchasing Shareholders cannot agree on such cash value within ten (10) days after the Company's receipt of the notice of intended disposition, the valuation adjustment shall be made by an appraiser upon any exercise on account of recognized standing selected by any cash dividends on the Optionee and Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the Company (or its assignees) orprovisions of this Section 1, if they cannot agree on an appraiser within twenty (20) days after be delivered upon any such exercise, the Company's receipt , in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the current Market Price, of such noticefractional interest, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. In the event that the valuation is made by an appraiser, the fees associated with such appraisal shall be borne by the Company. The closing shall then be held on the later of (i) the fifth business day following the Company's (or its assignees') exercise of its purchase rights hereunder or (ii) the fifteenth day after such cash valuation shall have been madeas determined below.

Procedure for Exercise. If such right is exercised Optionholder may exercise all or any portion of the Options granted hereunder with respect to Option Shares vested and exercisable pursuant to Section 2(c) above by delivering written notice of exercise to the Company, together with (i) a written acknowledgment that Optionholder has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Optionholder regarding the Target Shares specified Company and its Subsidiaries, (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the Company in the amount equal to the number of Option Shares to be acquired multiplied by the applicable option exercise price (the “Aggregate Exercise Price”), provided, that, Optionholder may, in lieu of paying the Aggregate Exercise Price in cash, indicate in Optionholder’s exercise notice of intended dispositionthat such Optionholder intends to effect a cashless exercise thereof and, in such case, the Company (or its assignees) and/or shall cancel such number of Option Shares otherwise issuable to Optionholder having a Fair Market Value equal to the Purchasing Shareholders shall, except as provided below, effect the repurchase Aggregate Exercise Price of the Target SharesOptions being exercised, including payment in which event the Company shall only issue Option Shares for the remainder of the purchase priceOptions being exercised after satisfying the Aggregate Exercise Price, not more than ten (10iii) days after an executed joinder agreement to that certain Stockholders Agreement, dated as of March 3, 2016, by and among the expiration Company and its stockholders signatory thereto (as amended from time to time, the “Stockholders Agreement”), in form and substance reasonably satisfactory to the Company, pursuant to which such Optionholder shall become a party to the Stockholders Agreement and be entitled to the rights and benefits and subject to the duties and obligations of a “Management Stockholder” thereunder, and (iv) an executed consent from Optionholder’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the fifteen (15)-day option period Options, Optionholder will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries which it believes is necessary to enable Optionholder to make an informed investment decision. If, at any time subsequent to the date Optionholder exercises any portion of the Purchasing Shareholders Options granted hereunder and prior to the occurrence of a Change of Control, Optionholder becomes legally married (whether in the first instance or fifteen (15) days after the expiration of the fifteen (15)-day option period of the Company if the Company elects to exercise the option with respect a different spouse), Optionholder shall cause Optionholder’s spouse to all of the Target Shares; execute and at such time the Optionee shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company's Common Stock. However, (i) should the purchase price specified in the notice of intended disposition be payable in property other than cash or evidences of indebtedness, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to pay the purchase price a consent in the form of cash equal in amount Exhibit 1 attached to the value of such property, and (ii) if there is no purchase price for the intended disposition, Plan. Optionholder’s failure to deliver to the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to purchase any or all of the Target Shares for a purchase price an executed consent in the form of cash equal in amount Exhibit 1 to the value Plan at any time when Optionholder would otherwise be required to deliver such consent shall constitute Optionholder’s continuing representation and warranty that Optionholder is not legally married as of such Target Shares. If the Optionee and the Company (or its assignees) and/or the Purchasing Shareholders cannot agree on such cash value within ten (10) days after the Company's receipt of the notice of intended disposition, the valuation shall be made by an appraiser of recognized standing selected by the Optionee and the Company (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt of such notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. In the event that the valuation is made by an appraiser, the fees associated with such appraisal shall be borne by the Company. The closing shall then be held on the later of (i) the fifth business day following the Company's (or its assignees') exercise of its purchase rights hereunder or (ii) the fifteenth day after such cash valuation shall have been madedate.

Procedure for Exercise. If such right is The Option may be exercised with respect to all the Target Shares specified in the notice of intended disposition, the Company (or its assignees) and/or the Purchasing Shareholders shall, except as provided below, effect the repurchase of the Target Shares, including payment of the purchase price, not more than ten (10) days after the expiration of the fifteen (15)-day option period of the Purchasing Shareholders or fifteen (15) days after the expiration of the fifteen (15)-day option period of the Company if the Company elects to exercise the option with respect to all of the Target Shares; and at such time the Optionee shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company's Common Stock. However, Stock granted to Employee in the amount specified ("Option Shares") at any time from the date that any portion of the Option described in 3.(a) becomes exercisable pursuant to Section 3.1(a) or 3.4 until the Option expires pursuant to Section 3.3 by: (i) should the purchase price specified delivery of written notification of exercise and payment in the notice of intended disposition be payable full either in property other than cash or evidences in Common Stock of indebtedness, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to pay the purchase price in the form of cash equal in amount delivered to the value Corporate Secretary of such property, the Company for all Option Shares being purchased plus the amount of any federal and state income taxes required to be withheld by reason of the exercise of Employee's option; and (ii) if there is no purchase price for requested, within the intended dispositionspecified time set forth in any such request, delivery to the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to purchase any or all of the Target Shares for a purchase price such written representations and undertakings as may, in the form opinion of cash equal in amount to the value of such Target Shares. If the Optionee and the Company (or its assignees) and/or the Purchasing Shareholders cannot agree on such cash value within ten (10) days after the Company's receipt legal counsel, be necessary or desirable to comply with federal and state tax and securities laws and (iii) a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the notice shares by such person is contrary to the representation and agreement referred to above. The record date of intended disposition, the valuation Employee's ownership of all Option Shares purchased under this option shall be made by an appraiser of recognized standing selected the date upon which the above-described notification and payment are received by the Optionee Company, provided that any requested representations, undertakings and agreements are delivered within the Company (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt of such notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such valuetime specified. In the event that the valuation is made Option or portion shall be exercised pursuant to Section 4.1 by an appraiserany person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representations, undertakings and agreements and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the fees associated with Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such appraisal shall be borne by the Companyshares. The closing shall then be held Share certificates evidencing stock issued on the later of (i) the fifth business day following the Company's (or its assignees') exercise of its purchase rights hereunder or (ii) this Option shall bear an appropriate legend referring to the fifteenth day after such cash valuation shall have been madeprovisions of this subsection and the representations, undertakings and agreements referenced herein.

Procedure for Exercise. If such right is The Option may be exercised with respect ----------- ---------------------- to all the Target Shares specified in the notice of intended disposition, the Company (or its assignees) and/or the Purchasing Shareholders shall, except as provided below, effect the repurchase of the Target Shares, including payment of the purchase price, not more than ten (10) days after the expiration of the fifteen (15)-day option period of the Purchasing Shareholders or fifteen (15) days after the expiration of the fifteen (15)-day option period of the Company if the Company elects to exercise the option with respect to all of the Target Shares; and at such time the Optionee shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company's Common Stock. However, Stock covered by the Option in the amount specified ("Option Shares") at any time from the date that any portion of the Option described in 3.1(a) becomes exercisable until the Option expires pursuant to Section 3.3 by: (i) should the purchase price specified delivery of written notification of exercise and payment in the notice of intended disposition be payable full either in property other than cash or evidences in Common Stock of indebtednessthe Company, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to pay the purchase price in the form of cash equal in amount a combination thereof, delivered to the value Secretary of such propertythe Company, or his designee, for all Option Shares being purchased plus the amount of any federal and state income taxes required to be withheld by reason of the exercise of the Option; and (ii) if there is no purchase price for requested, within the intended dispositionspecified time set forth in any such request, delivery to the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to purchase any or all of the Target Shares for a purchase price such written representations and undertakings as may, in the form opinion of cash equal in amount to the value of such Target Shares. If the Optionee and the Company (or its assignees) and/or the Purchasing Shareholders cannot agree on such cash value within ten (10) days after the Company's receipt legal counsel, be necessary or desirable to comply with federal and state tax and securities laws and (iii) a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the notice of intended disposition, shares by such person is contrary to the valuation shall be made by an appraiser of recognized standing selected by the Optionee representation and the Company (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt of such notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such valueagreement referred to above. In the event that the valuation is made Option or portion shall be exercised pursuant to Section 4.1 by an appraiserany person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option shall also be provided. The Committee may, in its absolute discretion, take whatever additional action it deems appropriate to insure the observance and performance of such representations, undertakings and agreements and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the fees associated with Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such appraisal shall be borne by the Companyshares. The closing shall then be held Share certificates evidencing stock issued on the later exercise of (i) the fifth business day following this Option may, in the Company's (or its assignees') exercise discretion, bear an appropriate legend referring to the provisions of its purchase rights hereunder or (ii) this subsection and the fifteenth day after such cash valuation shall have been maderepresentations, undertakings and agreements referenced herein.

Procedure for Exercise. If such right is exercised At any time after all or any portion of the Options granted hereunder have become exercisable with respect to any Option Shares and prior to the close of business on the tenth anniversary of the date of this Agreement (except as provided for in Section 2(d) above), Optionholder may exercise all or any portion of the Target Options granted hereunder with respect to Option Shares specified vested pursuant to Section 2(c) above by delivering written notice of exercise to the Company, together with (i) a written acknowledgment that Optionholder has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Optionholder regarding the Company and its Subsidiaries, (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the Company in the amount equal to the number of Option Shares to be acquired multiplied by the applicable option exercise price (the “Aggregate Exercise Price”), provided that, Optionholder may, in lieu of paying the Aggregate Exercise Price in cash, indicate in Optionholder’s exercise notice of intended dispositionthat such Optionholder intends to effect a cashless exercise thereof and, in such case, the Company (or its assignees) and/or shall cancel such number of Option Shares otherwise issuable to the Purchasing Shareholders shall, except as provided below, effect Optionholder having a Fair Market Value equal to the repurchase Aggregate Exercise Price of the Target SharesOptions being exercised, including payment in which event the Company shall only issue Option Shares for the remainder of the purchase priceOptions being exercised after satisfying the Aggregate Exercise Price, not more than ten (10iii) days after an executed joinder to that certain Stockholders Agreement, dated as of June 25, 2014, by and among the expiration Company and its stockholders signatory thereto (as amended from time to time, the “Stockholders Agreement”), in form and substance reasonably satisfactory to the Company, pursuant to which such Optionholder shall agree to become a party to the Stockholders Agreement and entitled to the rights and benefits and subject to the duties and obligations of a “Management Stockholder” thereunder, and (iv) an executed consent from Optionholder’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the fifteen (15)-day option period Options, Optionholder will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries which it believes is necessary to enable Optionholder to make an informed investment decision. If, at any time subsequent to the date Optionholder exercises any portion of the Purchasing Shareholders Options granted hereunder and prior to the occurrence of a Change of Control, Optionholder becomes legally married (whether in the first instance or fifteen (15) days after the expiration of the fifteen (15)-day option period of the Company if the Company elects to exercise the option with respect a different spouse), Optionholder shall cause Optionholder’s spouse to all of the Target Shares; execute and at such time the Optionee shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company's Common Stock. However, (i) should the purchase price specified in the notice of intended disposition be payable in property other than cash or evidences of indebtedness, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to pay the purchase price a consent in the form of cash equal in amount Exhibit 1 attached to the value of such property, and (ii) if there is no purchase price for the intended disposition, Plan. Optionholder’s failure to deliver to the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to purchase any or all of the Target Shares for a purchase price an executed consent in the form of cash equal in amount Exhibit 1 to the value Plan at any time when Optionholder would otherwise be required to deliver such consent shall constitute Optionholder’s continuing representation and warranty that Optionholder is not legally married as of such Target Shares. If the Optionee and the Company (or its assignees) and/or the Purchasing Shareholders cannot agree on such cash value within ten (10) days after the Company's receipt of the notice of intended disposition, the valuation shall be made by an appraiser of recognized standing selected by the Optionee and the Company (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt of such notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. In the event that the valuation is made by an appraiser, the fees associated with such appraisal shall be borne by the Company. The closing shall then be held on the later of (i) the fifth business day following the Company's (or its assignees') exercise of its purchase rights hereunder or (ii) the fifteenth day after such cash valuation shall have been madedate.

Procedure for Exercise. If such right is exercised In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be delivered to the Warrantholder within a reasonable time, not exceeding five (5) Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to all the Target Shares specified in unexercised portion of this Warrant shall also be issued to the notice of intended dispositionWarrantholder within such time. With respect to any such exercise, the Company (or its assignees) and/or Warrantholder shall for all purposes be deemed to have become the Purchasing Shareholders shall, except as provided below, effect the repurchase holder of record of the Target Sharesnumber of shares of Common Stock evidenced by such certificate or certificates, including from the date on which this Warrant was surrendered and, if exercise is pursuant to SECTION 1(a), payment of the purchase priceWarrant Price was made, not more than ten (10) days after the expiration irrespective of the fifteen (15)-day option period date of delivery of such certificate, except that, if the Purchasing Shareholders or fifteen (15) days after date of such surrender and payment is a date on which the expiration of the fifteen (15)-day option period stock transfer books of the Company if are closed, such person shall be deemed to have become the Company elects to exercise holder of such shares at the option with respect to all close of business on the Target Shares; and at such time next succeeding date on which the Optionee stock transfer books are open. No fractional shares shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be cancelled and cease to be issued upon exercise of this Warrant and outstanding shares of the Company's Common Stock. However, (i) should the purchase price specified in the notice of intended disposition be payable in property other than cash no payment or evidences of indebtedness, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property, and (ii) if there is no purchase price for the intended disposition, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to purchase any or all of the Target Shares for a purchase price in the form of cash equal in amount to the value of such Target Shares. If the Optionee and the Company (or its assignees) and/or the Purchasing Shareholders cannot agree on such cash value within ten (10) days after the Company's receipt of the notice of intended disposition, the valuation adjustment shall be made by an appraiser upon any exercise on account of recognized standing selected by any cash dividends on the Optionee and Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the Company (or its assignees) orprovisions of this SECTION 1, if they cannot agree on an appraiser within twenty (20) days after be delivered upon any such exercise, the Company's receipt , in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the current Fair Market Value of such noticefractional interest, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. In the event that the valuation is made by an appraiser, the fees associated with such appraisal shall be borne by the Company. The closing shall then be held on the later of (i) the fifth business day following the Company's (or its assignees') exercise of its purchase rights hereunder or (ii) the fifteenth day after such cash valuation shall have been madeas determined above.

Procedure for Exercise. If such right is exercised In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be delivered to the Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the remaining number of shares (except a remaining fractional share), if any, with respect to all which this Warrant shall not then have been exercised shall also be issued to the Target Shares specified in the notice of intended dispositionWarrantholder within such time. With respect to any such exercise, the Company (or its assignees) and/or Warrantholder shall for all purposes be deemed to have become the Purchasing Shareholders shall, except as provided below, effect the repurchase holder of record of the Target Sharesnumber of shares of Common Stock evidenced by such certificate or certificates from the date on which this Warrant was surrendered and if exercise is pursuant to Section 1(a), including payment of the purchase priceWarrant Price was made, not more than ten (10) days after the expiration irrespective of the fifteen (15)-day option period date of delivery of such certificate, except that, if the Purchasing Shareholders or fifteen (15) days after date of such surrender and payment is a date on which the expiration of the fifteen (15)-day option period stock transfer books of the Company if are closed, such person shall be deemed to have been the Company elects to exercise holder of such shares at the option with respect to all close of business on the Target Shares; and at such time next succeeding date on which the Optionee stock transfer books are open. No fractional shares shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be cancelled and cease to be issued upon exercise of this Warrant and outstanding shares of the Company's Common Stock. However, (i) should the purchase price specified in the notice of intended disposition be payable in property other than cash no payment or evidences of indebtedness, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property, and (ii) if there is no purchase price for the intended disposition, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to purchase any or all of the Target Shares for a purchase price in the form of cash equal in amount to the value of such Target Shares. If the Optionee and the Company (or its assignees) and/or the Purchasing Shareholders cannot agree on such cash value within ten (10) days after the Company's receipt of the notice of intended disposition, the valuation adjustment shall be made by upon any exercise on account of any cash dividends on the Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an appraiser amount in cash equal to the current Market Price, of recognized standing selected by such fractional interest, as determined below. CURRENT MARKET PRICE For any computation hereunder, the Optionee and current Market Price per share of Common Stock on any date shall be deemed to be the Company average of the daily market price per share for the 30 consecutive Trading Days (or its assigneesas defined below) commencing 45 Trading Days before the date in question. The daily market price per share shall be the closing sale price (or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt of such notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. In the event that the valuation no closing sale price is made by an appraiserreported, the fees associated with such appraisal shall be borne by closing bid price) of the Company. The closing shall then be held Common Stock on the later of (i) the fifth business day following the Company's (or its assignees') exercise of its purchase rights hereunder or (ii) the fifteenth day after such cash valuation shall have been made.primary national securities

Procedure for Exercise. If such right is exercised Optionholder may exercise all or any portion of the Options granted hereunder with respect to Option Shares vested and exercisable pursuant to Section 2(c) above by delivering written notice of exercise to the Company, together with (i) a written acknowledgment that Optionholder has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Optionholder regarding the Target Shares specified Company and its Subsidiaries, (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the Company in the amount equal to the number of Option Shares to be acquired multiplied by the applicable option exercise price (the “Aggregate Exercise Price”), provided that, Optionholder may, in lieu of paying the Aggregate Exercise Price in cash, indicate in Optionholder’s exercise notice of intended dispositionthat such Optionholder intends to effect a cashless exercise thereof and, in such case, the Company (or its assignees) and/or shall cancel such number of Option Shares otherwise issuable to the Purchasing Shareholders shall, except as provided below, effect Optionholder having a Fair Market Value equal to the repurchase Aggregate Exercise Price of the Target SharesOptions being exercised, including payment in which event the Company shall only issue Option Shares for the remainder of the purchase priceOptions being exercised after satisfying the Aggregate Exercise Price, not more than ten (10iii) days after an executed joinder agreement to that certain [Stockholders Agreement, dated as of [ ], by and among the expiration Company and its stockholders signatory thereto (as amended from time to time, the “Stockholders Agreement”),] in form and substance reasonably satisfactory to the Company, pursuant to which such Optionholder shall become a party to the Stockholders Agreement and be entitled to the rights and benefits and subject to the duties and obligations of a “Management Stockholder” thereunder, and (iv) an executed consent from Optionholder’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the fifteen (15)-day option period Options, Optionholder will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries which it believes is necessary to enable Optionholder to make an informed investment decision. If, at any time subsequent to the date Optionholder exercises any portion of the Purchasing Shareholders Options granted hereunder and prior to the occurrence of a Termination Event, Optionholder becomes legally married (whether in the first instance or fifteen (15) days after the expiration of the fifteen (15)-day option period of the Company if the Company elects to exercise the option with respect a different spouse), Optionholder shall cause Optionholder’s spouse to all of the Target Shares; execute and at such time the Optionee shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company's Common Stock. However, (i) should the purchase price specified in the notice of intended disposition be payable in property other than cash or evidences of indebtedness, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to pay the purchase price a consent in the form of cash equal in amount Exhibit 1 attached to the value of such property, and (ii) if there is no purchase price for the intended disposition, Plan. Optionholder’s failure to deliver to the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to purchase any or all of the Target Shares for a purchase price an executed consent in the form of cash equal in amount Exhibit 1 to the value Plan at any time when Optionholder would otherwise be required to deliver such consent shall constitute Optionholder’s continuing representation and warranty that Optionholder is not legally married as of such Target Shares. If the Optionee and the Company (or its assignees) and/or the Purchasing Shareholders cannot agree on such cash value within ten (10) days after the Company's receipt of the notice of intended disposition, the valuation shall be made by an appraiser of recognized standing selected by the Optionee and the Company (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt of such notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. In the event that the valuation is made by an appraiser, the fees associated with such appraisal shall be borne by the Company. The closing shall then be held on the later of (i) the fifth business day following the Company's (or its assignees') exercise of its purchase rights hereunder or (ii) the fifteenth day after such cash valuation shall have been madedate.