Common use of Purchase Option Clause in Contracts

Purchase Option. (a) A total of 900,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.

Purchase Option. (a) A total of 900,000 shares If in accordance with the terms of the Stock ("Purchasable Shares") shall be subject to the right and option of Plan, the Company to repurchase such shares shall have the option (the "Purchase Option") as set forth to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in this paragraph 3. In the event Purchaser of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor") shall cease sell to serve the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as an employee, officer, consultant or member the "Purchasable Shares"). (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date the Purchase Option arises under the terms of the Plan. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Company for any reason, or Fair Market Value per share of such purchasable Shares. If no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (notice is given within the "Termination")time limit specified above, the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph terminate. (bc) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the The purchase price per share originally to be paid as set forth in paragraph 1 hereof ("Option Price") that portion of for the Purchasable Shares which remains unvested purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) notice of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase purchase Option times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Exercise Price. If the Company (or its assignee) elects to The purchase the Unvested Shares hereunder, it price shall set a date for the be paid in cash. The closing of such purchase shall take place at the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(cprincipal executive offices within ten (10) hereofdays after the purchase price has been determined. At such closing, the Company Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or its assigneeaccompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall tender payment for have failed to obtain the Unvested release of any pledge or other encumbrance on any Purchasable Shares and by the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablescheduled closing date, at the option of the Company by cancellation purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or any outstanding indebtedness of Purchaser to encumbered. (d) To assure the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors enforceability of the Company's rights under this Section 5, exceeds each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase pricefollowing form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2002 STOCK OPTION PLAN FOR KEY EMPLOYEES AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."

Purchase Option. (a) A total THIS CERTIFIES THAT, in consideration of 900,000 shares funds duly paid by or on behalf of the Stock [ ]("Purchasable SharesHolder") shall be subject to the right and option ), as registered owner of the Company to repurchase such shares ("this Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease , to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability Selway Capital Acquisition Corporation (the "TerminationCompany"), the Purchase Option shall come into effect. Following a TerminationHolder is entitled, the Company shall have the right, as provided in subparagraph (b) hereof, at any time or from time to purchase time from the Purchaser later of: (i) the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or his personal representativePost-Acquisition Automatic Trust Liquidation, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof or ("Option Price"ii) that portion of the Purchasable Shares which remains unvested as of the date of the Termination one year from ________________ [DATE THAT IS ONE YEAR FROM THE DATE OF THE PROSPECTUS] (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith at or before 5:00p.m., Eastern Time, ending on the earlier of (1/60i) ___________________ [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE PROSPECTUS], or (ii) the date in which this purchase warrant is redeemed, in accordance with the terms hereof (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____] Units of the Stock shall vest at Company, as described in the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant Prospectus of the Company until 60 months after dated the Vesting Commencement Date, when all of date hereof (the Stock purchased hereunder shall be vested. (b"Units") Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as subject to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail adjustment as provided in Section 9(c) 6 hereof. At If the Expiration Date is a day on which banking institutions are authorized by law to close in New York City, then this Purchase Option may be exercised on the next succeeding day which is not such closinga day in accordance with the terms herein. During the period ending on the Expiration Date, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceledagrees not to take any action that would terminate this Purchase Option. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the This Purchase Option is assigned by initially exercisable at $12.50 per Unit; provided, however, that upon the Company and the fair market value occurrence of any of the sharesevents specified in Section 6 hereof, as determined the rights granted by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the this Purchase Option, then including the assignee shall pay to the Company the difference between the fair market value of the shares repurchased exercise price per Unit and the aggregate repurchase number of Units to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the context.

Purchase Option. (a) A total of 900,000 2,500,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued employment byservice as an employee, consultancy withofficer, consultant or other service to member of the Board of Directors of the Company, twenty one forty-eighth (20%1/48) of the Stock Shares shall vest 12 months after on the first day of each month following October 201, 1998 1999 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price. (c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Acquiror, the Purchase Option shall lapse with respect to all of the Stock; (iii) If Purchaser's services as an employee, officer, consultant or member of the Board of Directors of the Company is terminated by the Acquiror during the first year of such service following the Acquisition, the portion of the Stock which would have

Purchase Option. (a) A total of 900,000 1,500,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued employment byservice as an employee, consultancy withofficer, consultant or other service to member of the Board of Directors of the Company, twenty one eighth (20%1/8) of the Stock Shares shall vest 12 six months after October 20March 10, 1998 2000 (the "Vesting Commencement Date"), ) and one sixtith (1/60) of the Stock shall vest at the end of each 1/48/th/ over a forty-two month period thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price. (c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Acquiror, the Purchase Option (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. (a) A total of 900,000 150,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued employment byservice as an employee, consultancy withofficer, consultant or other service to member of the Board of Directors of the Company, twenty (20%) 37,500 of the Stock Shares shall vest 12 months after October 20on December 6, 1998 2000 (the "Vesting Commencement Date"), and then one sixtith forty-eighth (1/601/48) of the Stock shall vest at the end of each month monthly thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price. (c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Acquiror, the Purchase Option shall lapse with respect to all of the Stock; (iii) If Purchaser's services as an employee, officer, consultant or member of the Board of Directors of the Company is terminated by the Acquiror during the first year of such service following the Acquisition, the portion of the Stock which would have vested absent such termination during the period through the second anniversary of the Acquisition shall vest immediately upon such termination; or (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. (a) A total of 900,000 shares of Landlord hereby grants to Tenant the Stock ("Purchasable Shares") shall be subject to the right and exclusive option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise Premises for 115% of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the sharesPremises (the “Purchase Option”), as determined by subject to the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises following provisions: 35.1.1 Tenant shall have no right to exercise the Purchase Option: (i) during the period commencing with the giving of any notice of default and continuing until said default is cured, and (ii) during the period of time any Rent is due and unpaid. 35.1.2 Such Purchase Option must be exercised, if at all, by Tenant delivering to Landlord notice thereof (the “Exercise Notice”) at least 12 months prior to the expiration or termination of the initial Lease Term. If Tenant does not timely deliver the Exercise Notice, the option herein granted shall terminate; time being of the essence with respect to the delivering thereof. If Tenant timely delivers an Exercise Notice, then Landlord shall sell to Tenant, and Tenant shall purchase from Landlord, the assignee shall pay to the Company the difference between Premises for 115% of the fair market value of the shares repurchased Premises. The Premises shall be sold in its then-current, as-is, with all faults conditions and without any representation and warranty, expressed or implied, whatsoever. The closing of the aggregate repurchase pricesale transaction shall occur upon the expiration of the initial Lease Term. Upon the termination of the Purchase Option herein granted, (a) Tenant shall execute and deliver such documents as Landlord may request to evidence the termination thereof, and (b) Landlord may execute, file and record an instrument evidencing the termination of the Purchase Option herein granted. If Tenant fails to execute and deliver such documents, then Landlord may do so. Tenant hereby appoints Landlord its attorney in fact for such purpose, which appointment is coupled with an interest and is irrevocable.

Purchase Option. (a) A total THIS CERTIFIES THAT, in consideration of 900,000 shares funds duly paid by or on behalf of the Stock [ ]("Purchasable SharesHolder") shall be subject to the right and option ), as registered owner of the Company to repurchase such shares ("this Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease , to serve as an employeeWhiteSmoke, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability Inc. (the "TerminationCompany"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may beHolder is entitled, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith at or before 5:00p.m., Eastern Time, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] (1/60) the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____] shares of common stock of the Stock shall vest at Company, par value $0.001 per share (the end of each month thereafter"Shares") subject to adjustment as provided in Section 6 hereof. Provided that If the Purchaser continues Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be an employee, officer, Director or consultant of exercised on the Company until 60 months after next succeeding day which is not such a day in accordance with the Vesting Commencement terms herein. During the period ending on the Expiration Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as agrees not to whether it wishes to purchase the Unvested Shares pursuant to exercise of take any action that would terminate the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the This Purchase Option is assigned by the Company and the fair market value initially exercisable at $[________] per Share (125% of the shares, as determined by the Board of Directors price of the Shares sold in the Company’s initial public offering (“Offering”) pursuant to a registration statement on Form S-1 (“Registration Statement”)); provided, exceeds however, that upon the repurchase priceoccurrence of any of the events specified in Section 6 hereof, and such assignee exercises the rights granted by this Purchase Option, then including the assignee shall pay to the Company the difference between the fair market value of the shares repurchased exercise price per Share and the aggregate repurchase number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the context.

Purchase Option. (a) A total of 900,000 shares All of the Stock ("Purchasable Shares") Shares subject to this Agreement shall be subject to the Company’s right and option to purchase the Shares (the “Purchase Option”), which Purchase Option shall lapse upon the seventh (7th) anniversary of the Company Grant Date. Until the Purchase Option lapses the Shares shall be referred to repurchase such shares herein as “Unreleased Shares.” ("Purchase Option"b) as set forth in this paragraph 3. In the event Purchaser shall cease If Participant ceases to serve as an employee, officer, consultant or member of the Board of Directors of the Company be a Service Provider for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Terminationspecified below, the Company or its assignee shall have the right, as provided in subparagraph (b) hereof, right and option to purchase from the Purchaser Participant (or his Participant’s personal representative, as the case may be) the Participant’s vested Unreleased Shares as follows: (i) To the extent vested as of the Separation Date, if a Participant ceases to be a Service Provider by reason of a termination of the Participant’s employment by the Company without Cause, by Participant for or without Good Reason, as a result of Participant’s death, at the a purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion equal to the Fair Market Value of the Purchasable such Shares which remains unvested as of the date of such termination; (ii) To the Termination extent vested as of the Separation Date, if a Participant ceases to be a Service Provider by reason of a termination of the Participant’s employment by the Company for Cause, at a purchase price equal to $0.01 per Share as of the date of such termination; and (iii) Notwithstanding the "Unvested Shares"). Subject foregoing, in the event of Participant’s material breach of the terms of any agreement with the Company that is in effect on or after Participant’s Separation Date, including Section 8 hereof if applicable, at a purchase price equal to continued employment by$0.01 per Share as of the date of such breach, consultancy with, or other service to the Company, twenty (20%) extent vested as of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) date of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vestedsuch breach. (bc) Within 90 The Company may exercise its Purchase Option by delivering, personally or by registered mail, to Participant (or his or her transferee or legal representative, as the case may be), within six (6) months of the Separation Date, a notice in writing indicating the Company’s intention to exercise the Purchase Option and setting forth a date for closing not later than thirty (30) days following a Terminationfrom the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the vested Unreleased Shares being transferred shall deliver the stock certificate or certificates evidencing the vested Unreleased Shares, and the Company shall deliver the purchase price therefor. (d) At its option, the Company may elect to make payment for the vested Unreleased Shares to a bank selected by the Company. The Company shall notify Purchaser avail itself of this option by written a notice delivered or mailed as provided in subparagraph 9(c)writing to Participant stating the name and address of the bank, as to whether it wishes to purchase date of closing, and waiving the Unvested Shares pursuant to exercise closing at the Company’s office. (e) Should any provision of the Purchase Option. If the Company (Option be determined by a court of law to be ineffective or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closingunenforceable, the Company (or its assignee) shall tender payment for reserves the Unvested Shares right to delay exercise of such Purchase Option until such time as it becomes effective and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payableenforceable; provided, at the option of however, that in any such event, the Company by cancellation reserves the right to assign its right to purchase Shares hereunder to a Principal Investor (as such term is defined in the Stockholders’ Agreement). (f) For purposes of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.this agreement:

Purchase Option. THIS CERTIFIES THAT, in consideration of $_____ duly paid by or on behalf of ___________ (a) A total “Holder”), as registered owner of 900,000 shares this Purchase Option, to China VantagePoint Acquisition Company (“Company”), Holder is entitled, at any time or from time to time upon the later of the Stock consummation of a Business Combination and __________, 2012 ("Purchasable Shares"“Commencement Date”), and at or before 5:00 p.m., New York City local time, on the earlier of the liquidation of the Company’s Trust Account (as described in the Company’s registration statement (“Registration Statement”) shall be subject pursuant to which Units are offered for sale to the right and option of public (“Offering”)) in the event the Company to repurchase such shares has not completed a Business Combination within the required time periods and three years following the consummation of a business combination ("Purchase Option") as set forth but in this paragraph 3. In the no event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase later than five years from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the effective date of the Termination Registration Statement)(“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to ________ (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to _______) units (“Units”) of the Company, twenty (20%) each Unit consisting of one ordinary share of the Stock shall vest 12 months after October 20Company, 1998 par value $0.001 per share (the "Vesting Commencement Date"“Ordinary Share”), and one sixtith warrant (1/60) “Warrant(s)”). Each Warrant is the same as the whole warrant included in the Units being registered for sale to the public by way of the Stock shall vest at Registration Statement (“Public Warrants”). If the end of each month thereafterExpiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Provided that During the Purchaser continues to be an employee, officer, Director or consultant of period ending on the Company until 60 months after the Vesting Commencement Expiration Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as agrees not to whether it wishes to purchase the Unvested Shares pursuant to exercise of take any action that would terminate the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the This Purchase Option is assigned by initially exercisable at $6.60 per Unit so purchased; provided, however, that upon the Company and the fair market value occurrence of any of the sharesevents specified in Section 6 hereof, as determined the rights granted by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the this Purchase Option, then including the assignee shall pay to the Company the difference between the fair market value of the shares repurchased exercise price per Unit and the aggregate repurchase price.number of Units (and Ordinary Shares and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “

Purchase Option. (a) A total of 900,000 1,350,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued employment byservice as an employee, consultancy withofficer, consultant or other service to member of the Board of Directors of the Company, twenty (20%) 337,500 of the Stock Shares shall vest 12 months after October 20one year from December 6, 1998 1999 (the "Vesting Commencement Date"), and then one sixtith forty-eighth (1/601/48) of the Stock shall vest at the end of each month monthly thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price. (c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. In the event that a Member or an assignee of a --------------- Member or an assignee thereof (areferred to in this Section 26(e) A total of 900,000 shares as the "Transferor") violates impermissibly the transfer restrictions set forth in this Agreement, withdraws without the consent of the Stock ("Purchasable Shares") shall be subject Managing Members, assigns to the right and option one or more creditors, pledges, or otherwise directly or indirectly encumbers or hypothecates, all or any portion of such person's interest in the Company (the affected portion of such Member's interest in the Company is hereinafter referred to repurchase in this Section 26(e) as the "Option Interest"), whether such shares violation, withdrawal, assignment, gift, pledge, encumbrance or hypothecation is voluntary or involuntary, the persons identified as Optionees below shall have the option ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant acquire all or member any portion of the Board of Directors Option Interest, including all or any portion of the Company for any reasonOption Interest which has been assigned or gifted to, or pledged or otherwise encumbered or hypothecated for the benefit of, a third party. Any third party who receives an interest in all or any portion of an Option Interest shall receive such interest subject to this Purchase Option. Provided, however, this Section 26(e) shall not apply and there is no reasonPurchase Option created when such interest is (a) encumbered by an involuntary lien, (b) hypothecated with the consent of the Executive Committee or without cause, including involuntary termination, death or temporary or permanent disability (c) hypothecated in connection with a Company loan which has been approved by the "Termination"), Executive Committee. The persons possessing the Purchase Option shall come into effect. Following a Terminationwith respect to any impermissible transfer, withdrawal, assignment to one or more creditors, pledge, encumbrance or hypothecation of an interest in the Company shall be all Members whose interests are not (in whole or in part) subject to this Purchase Option ("Optionees"). Each such Member shall have the right, as provided in subparagraph (b) hereof, right to purchase from his or its Proportionate share of the Purchaser Option Interest, and any portion of the Option Interest that one or more of such persons does not elect to purchase may be purchased by the other persons wishing to do so on a Proportionate basis (counting, for this purpose, only those persons interested in purchasing an additional portion of the Option Interest), and this process shall be repeated until elections have been received to purchase the entire Option Interest or until there is no further interest in purchasing any further portion of the Option Interest. The Purchase Option may be exercised at any time within sixty (60) days following the date on which each Member receives written notice that such transfer, withdrawal, assignment, pledge, encumbrance or hypothecation has occurred, and the identity of each person holding all or a portion of the Option Interest. Each such Optionee wishing to exercise his personal representativeor its Purchase Option may do so by providing written notice to the Managing Members (or, as if all or a portion of the case may beManaging Members' interest is the Option Interest, at the purchase price per share originally paid as set forth Non-Managing Member with the largest Percentage Interest of the Non-Managing Members willing to act in paragraph 1 hereof the place of the Managing Members pursuant to this Section) within sixty ("60) days following receipt of the notice referred to in the preceding sentence, which notice to the Managing Members (or, if all or a portion of the Managing Members' interest is the Option Price"Interest, the Non-Managing Member with the largest Percentage Interest of the Non-Managing Members willing to act in the place of the Managing Members pursuant to this Section) shall state that the Purchase Option is being exercised and shall specify the portion of the Option Interest that he or it wishes to acquire pursuant to the Purchase Option. The Managing Members (or all or a portion of the Managing Members' interest is the Option Interest, the Non-Managing Member with the largest Percentage Interest of the Non-Managing Members willing to act in the place of the Managing Members pursuant to this Section) shall then take all steps necessary or appropriate to reconcile the notices (so that all interested persons acquire only that portion of the Purchasable Shares Option Interest to which remains unvested as they are entitled) and, once such reconciliation has occurred, shall provide written notice to any or all third parties holding all or a portion of the date Option Interest specifying that the Purchase Option has been exercised and the portion of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of Option Interest held by each month thereafter. Provided such third party that the Purchaser continues is to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares acquired pursuant to exercise of the Purchase Option. If Each electing Optionee shall pay to the Company Managing Members (or, if all or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing portion of the transaction at a Managing Members' interest is the Option Interest, the Non- Managing Member with the largest Percentage Interest of the Non-Managing Members willing to act in the place and time specified by of the Company orManaging Members pursuant to this Section) who shall then pay as nominee of such Optionee to the appropriate person or persons, at Company's option, such closing may be consummated by mail the value of the portion of the Option Interest (determined as provided herein) in Section 9(cwhich such person(s) hereofhas (have) an interest. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased Such amount shall be canceledpaid via cash, one or more certified or cashier's checks or a combination of cash and one or more certified or cashier's checks. The Option Price shall be payable, at In the option event that exercise of the Company by cancellation Purchase Option, or the purchase of all or any outstanding indebtedness portion of Purchaser an Option Interest pursuant thereto, is delayed or stayed for any reason pursuant to judicial order or by operation of the United States bankruptcy laws or other applicable insolvency laws, each electing Optionee may elect not to proceed with purchase of all or any portion of the Option Interest or may, within sixty (60) days after the judicial order or the U.S. bankruptcy and/or insolvency laws is (are) no longer applicable, elect to proceed with the contemplated transaction. For purposes of determining the value of an interest in the Company (including but not limited being acquired pursuant to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased Assets shall first be determined pursuant to Section 11 hereof, and the aggregate repurchase pricevalue of the Transferor's entire interest in the Company shall be equal to the amount that the Transferor would have been entitled to receive pursuant to Section 12(c) hereof assuming a cash sale of the Assets for such value had occurred immediately prior to the occurrence of the event which triggered the Purchase Option. The value of each portion of the Option Interest being acquired pursuant to the Purchase Option shall be equal to the value of the Transferor's entire interest in the Company multiplied by the percentage interest represented by such interest being acquired pursuant to the exercise of the Purchase Option less an amount equal to any loss, damage, injury, cost, expense or other amount (including attorney's fees) suffered by the Company or the Members as a result of the impermissible transfer of the Option Interest by the Transferor.

Purchase Option. THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of ________________________________, as registered owner of this Unit Purchase Option (a) A total the “Holder” and, together with all other holders of 900,000 shares any portion of this Unit Purchase Option (as the context herein requires, the “Holders”), to GSME ACQUISITION PARTNERS I, a company formed under the laws of the Stock Cayman Islands ("Purchasable Shares") shall be subject the “Company”), Holder is entitled, at any time or from time to time after the right and option closing of the Company to repurchase such shares Offering ("Purchase Option"as defined below) as set forth in this paragraph 3. In and during the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability period commencing (the "Termination")“Commencement Date”) on the later of: (i) the consummation of a Business Combination and (ii) __________ __, 2010, and expiring (the Purchase Option shall come into effect. Following a Termination“Expiration Date”) at or before 5:00 p.m., the Company shall have the rightNew York City local time, as provided in subparagraph (b) hereof________ __, 2014, but not thereafter, to subscribe for, purchase from the Purchaser and receive, in whole or his personal representativein part, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof up to [Three Hundred Sixty Thousand ("Option Price"360,000) that portion of the Purchasable Shares which remains unvested as of the date of the Termination units] (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to “Units”) of the Company, twenty (20%) each Unit consisting of one ordinary share of the Stock shall vest 12 months after October 20Company, 1998 par value $0.001 per share (the "Vesting Commencement Date"“Ordinary Shares”), and one sixtith warrant (1/60the “Warrant”) to purchase one Ordinary Share expiring five years from the effective date (the “Effective Date”) of the Stock shall vest at registration statement (the end of each month thereafter“Registration Statement”) pursuant to which Units are offered for sale to the public (the “Offering”). Provided that Each Warrant is on the Purchaser continues same terms and conditions as the warrants underlying the Units being registered for sale to be an employee, officer, Director or consultant the public by way of the Company until 60 months after Registration Statement. If the Vesting Commencement Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option shall expire on the next succeeding day that is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as agrees not to whether it wishes to purchase the Unvested Shares pursuant to exercise of take any action that would terminate the Purchase Option. If This Purchase Option is initially exercisable at $15.00 per Unit (the Company (or its assignee) elects “Exercise Price”). The number of Units purchasable hereunder and the Exercise Price are subject to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail adjustment as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the this Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.

Purchase Option. (a) A total of 900,000 shares of the Stock ("Purchasable Shares") a. The Shares shall be subject to the right and option of (the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3Section 2. In the event Purchaser that Grantor shall cease to serve be engaged, either as a consultant or as an employee, officer, consultant by the Company (including a parent or member subsidiary of the Board Company) under the circumstances set forth in Section 2(b) of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability this Agreement (the "TerminationSection 2(b) Event"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph at any time within 90 days after the date Grantor ceases to be so engaged (b) hereofthe "Option Period"), to exercise the Purchase Option, which consists of the right to purchase from the Purchaser or his personal representative, as the case may be, Grantor at the a purchase price of $1.00 per share originally paid (as set forth in paragraph 1 hereof adjusted pursuant to Section 4 below) (the "Option Price"), up to but not exceeding the number of Shares specified in Section 2(b) that portion below, upon the terms hereinafter set forth. b. If any of the Purchasable Shares following items (i), (ii) or (iii) occurs: i. Grantor repudiates or renounces that certain Employment Agreement between the Company and Grantor (the "Employment Agreement") or voluntarily ceases his engagement with the Company (other than by reason of death or disability) prior to the date 2 which remains unvested as of is 18 months following the date of the successful completion of the IPO without the prior written consent of the Company; or ii. Grantor's engagement by the Company under the Employment Agreement is terminated by the Company at any time prior to the date which is 18 months following the date of the successful completion of the IPO, with "Cause," as defined in Section 6 of such Employment Agreement; prior to the occurrence of any Termination Event (as defined in Section 9), then the "Unvested Company may exercise the Purchase Option at the Option Price as to the number of Shares determined as follows: (A) Prior to the IPO, the Company may exercise the Purchase Option as to all of the Shares"). Subject ; (B) Following the IPO, the Company may exercise the Purchase Option as to continued employment by, consultancy with, or other service a number of Shares equal to the total number of Shares less an aggregate number of Shares equal to the product (rounded down to the nearest whole Share) of (i) 1/18 times (ii) the aggregate number of full calendar months following the IPO that Grantor has been engaged as an employee to the Company, twenty times (20%iii) the total number of Shares (100) The Company shall not have the Stock shall vest 12 months after October 20, 1998 (right to exercise the "Vesting Commencement Date"), and one sixtith (1/60) of Purchase Option in the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of event Grantor's employment by the Company until 60 months after under the Vesting Commencement DateEmployment Agreement is terminated for death, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Terminationdisability, the Company shall notify Purchaser by written notice delivered "without Cause" or mailed for any other reason except as provided in subparagraph 9(c), as Section 2(b) above. c. The Purchase Option may be exercised by the Company by giving notice to whether it wishes the Grantor in accordance with Section 13.1 hereof stating that the Company has elected to purchase acquire the Unvested Shares pursuant subject to exercise of the Purchase Option. If Each sale and purchase in accordance with the rights so exercised shall be thereafter completed without avoidable delay by the transfer and assignment of such Shares to the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing and payment of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceledOption Price. The Option Price shall be payable, at the option of the Company Company, by cancellation of all or a portion of any outstanding indebtedness of Purchaser the Grantor to the Company (including but not limited to indebtedness under the Note) or by payment in cash or (by check. If ), or both. d. Nothing in this Agreement shall affect in any manner whatsoever the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors right or power of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value or a parent or subsidiary of the shares repurchased and Company, to terminate Grantors' engagement with the aggregate repurchase priceCompany, for any reason, with or without cause as provided in the applicable Employment Agreement.

Purchase Option. (a) A total of 900,000 shares All of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company Corporation to repurchase such shares the Stock (the "Purchase Option") as set forth in this paragraph Section 3. In the event Purchaser shall cease to serve as an employee, officer, consultant be employed by the Corporation before completion of any Purchaser's employment term with the Corporation (including a parent or member subsidiary of the Board of Directors of the Company Corporation) for any reason, or no reason, with or without cause, including involuntary terminationexcluding, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company Corporation shall have the right, as provided in subparagraph (b) hereof, to purchase from the terminated Purchaser or his or her personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph Section 1 hereof (the "Option Price") that ), a portion of the Purchasable Shares which remains unvested Stock computed as of the date of follows: (i) If the Termination of any Purchaser giving rise to the right to exercise the Purchase Option for his or her shares of Stock occurs on or prior to April 30, 2001 (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) the Purchase Option shall apply to 100% of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months terminated Purchaser. (ii) If the Termination of any Purchaser giving rise to the right to exercise the Purchase Option occurs after the Vesting Commencement Date, when all the Purchase Option shall apply to that portion of the terminated Purchaser's Stock purchased hereunder which is a fraction of 100% of the Stock, the numerator of which shall be vesteda number equal to 61 minus the total number of calendar days elapsed from the Closing Date to the date of Termination, and the denominator of which shall be 61. (b) Within 90 days following a Termination, the Company Corporation shall notify the terminated Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares Stock pursuant to exercise of the Purchase Option. If the Company Corporation (or its assignee) elects to purchase the Unvested Shares Stock hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company Corporation, or, at CompanyCorporation's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company Corporation (or its assignee) shall tender payment for the Unvested Shares Stock and the certificates representing the Unvested Shares Stock so purchased shall be canceledcancelled. The Option Price shall be payable, at the option of the Company Corporation, by deducting the value of employment service not performed or by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) Corporation or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.

Purchase Option. (a) A total of 900,000 shares If (i) your employment with the Company or a Related Entity terminates for any reason at any time or (ii) a Sale of the Stock Company or a Change of Control occurs, the Company ("and/or its designees) shall have the option (the “Purchase Option”) to purchase, and you or your transferees (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by transfer, bequest or inheritance, in the event of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with you, the “Grantor”)) shall sell to the Company and/or its assignee(s), all or any portion (at the Company’s option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the “Purchasable Shares") shall be ”), subject to the right and option Company’s compliance with the conditions hereinafter set forth. (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within six (6) months from the date of the termination of your employment or engagement or such Sale of the Company or Change of Control. Such notice shall state the number of Purchasable Shares to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In be purchased and the event Purchaser shall cease to serve as an employee, officer, consultant or member determination of the Board of Directors of the Company for any reason, or Fair Market Value per share of such Purchasable Shares. If no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (notice is given within the "Termination")time limit specified above, the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph terminate. (bc) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the The purchase price per share originally to be paid as set forth in paragraph 1 hereof ("Option Price") that portion of for the Purchasable Shares which remains unvested purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, an amount equal to the Fair Market Value per share as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) notice of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option multiplied by the number of shares being purchased, and in the case of the Option (including Vested and Nonvested Shares subject to such Option), an amount equal to the Fair Market Value per share less the applicable per share Exercise Price multiplied by the number of Vested Shares subject to such Option which are being purchased. If the Company (or its assignee) elects to Any purchase the Unvested Shares hereunder, it price shall set a date for the be paid in cash. The closing of such purchase shall take place at the transaction at a place and time specified by Company’s principal executive offices within ten (10) days after the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereofpurchase price has been determined. At such closing, the Company Grantor shall deliver to the purchasers the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or its assigneeaccompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchasers. In the event that, notwithstanding the foregoing, the Grantor shall tender payment for have failed to obtain the Unvested release of any pledge or other encumbrance on any Purchasable Shares and by the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablescheduled closing date, at the option of the Company by cancellation purchasers the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or any outstanding indebtedness of Purchaser to encumbered. (d) To assure the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors enforceability of the Company’s rights under this Section 7, exceeds each certificate or instrument representing Common Stock held by you shall bear a conspicuous legend in substantially the repurchase price, and such assignee exercises following form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY’S 2002 STOCK OPTION PLAN. A COPY OF SUCH OPTION PLAN IS AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (e) The Company’s rights under this Section 7 shall terminate upon the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value consummation of the shares repurchased and the aggregate repurchase pricea Qualifying Public Offering.

Purchase Option. The Employee’s Shares are subject to repurchase as provided below in subsections (a) A total of 900,000 shares of through (g) below: (a) If the Stock ("Purchasable Shares") shall be subject to the right and option of Employee’s active service with the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In or a Subsidiary is terminated by the event Purchaser shall cease to serve as an employee, officer, consultant Employee or member of the Board of Directors of by the Company for any reasonCause, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability the Company and/or its designee(s) shall have the option (the "Termination"“Purchase Option”) to purchase, and if the Purchase Option is exercised, the Grantor (as defined below) shall sell to the Company and/or its assignee(s), all or any portion (at the Company’s option) of the Shares held by the Grantor (such Shares collectively being referred to as the “Purchasable Shares”). (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the date of Termination of Service of the Employee. Such notice shall state the number of Purchasable Shares to be purchased by the Company and the determination of the purchase price of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall come into effect. Following a Termination, the Company shall be deemed to have the right, as provided in subparagraph terminated. (bc) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the The purchase price per share originally to be paid as set forth in paragraph 1 hereof ("Option Price") that portion of for the Purchasable Shares which remains unvested purchased pursuant to the Purchase Option shall be the Book Value (as defined below) per share as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) notice of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase OptionOption times the number of Shares being purchased. If the Company (or its assignee) elects to The purchase the Unvested Shares hereunder, it shall set a date price for the Purchasable Shares shall be paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the transaction at a place and time specified by Company’s principal executive offices within ten (10) days after the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereofpurchase price has been determined. At such closing, the Company Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or its assigneeaccompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall tender payment for have failed to obtain the Unvested release of any pledge or other encumbrance on any Purchasable Shares and by the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablescheduled closing date, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the Company extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (including but not limited to indebtedness under d) To ensure the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors enforceability of the Company’s rights hereunder, exceeds each certificate or instrument representing Shares shall bear a conspicuous legend in substantially the repurchase price, and such assignee exercises following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY’S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.” (e) The Company’s rights under this Section 7 shall terminate upon the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value consummation of the shares repurchased and the aggregate repurchase pricean Initial Public Offering.

Purchase Option. (a) A total of 900,000 1,900,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect, except as provided by Section 4(b) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty one forty-eighth (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/601/48) of the Stock shall vest at the end of each month thereafter. Provided after December 15, 1998 (the "Vesting Commencement Date"), provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 48 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.

Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of ____________ (a) A total “Holder”), as registered owner of 900,000 shares this Purchase Option, to Pantheon China Acquisition Corp. (“Company”), Holder is entitled, at any time or from time to time upon the later of the Stock consummation of a Business Combination or ___________ __, 2007 ("Purchasable Shares"“Commencement Date”), and at or before 5:00 p.m., New York City local time, ________ __, 2011 (“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to __________ (________) shall be subject units (“Units”) of the Company, each Unit consisting of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”), and two warrants (“Warrant(s)”) expiring four years from the effective date (“Effective Date”) of the registration statement (“Registration Statement”) pursuant to which Units are offered for sale to the right and option public (“Offering”). Each Warrant is the same as the warrants included in the Units being registered for sale to the public by way of the Company Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to repurchase such shares ("Purchase Option") as set forth in close, then this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effectmay be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Following a TerminationDuring the period ending on the Expiration Date, the Company shall have the right, as provided in subparagraph (b) hereof, agrees not to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") take any action that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of would terminate the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the This Purchase Option is assigned by initially exercisable at $____ per Unit so purchased; provided, however, that upon the Company and the fair market value occurrence of any of the sharesevents specified in Section 6 hereof, as determined the rights granted by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the this Purchase Option, then including the assignee shall pay to the Company the difference between the fair market value of the shares repurchased exercise price per Unit and the aggregate repurchase price.number of Units (and shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “

Purchase Option. (a) A total THIS CERTIFIES THAT, in consideration of 900,000 shares funds duly paid by or on behalf of the Stock [ ]("Purchasable SharesHolder") shall be subject to the right and option ), as registered owner of the Company to repurchase such shares ("this Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease , to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability Selway Capital Acquisition Corporation (the "TerminationCompany"), the Purchase Option shall come into effect. Following a TerminationHolder is entitled, the Company shall have the right, as provided in subparagraph (b) hereof, at any time or from time to purchase time from the Purchaser later of: (i) the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or his personal representativePost-Acquisition Automatic Trust Liquidation, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof or ("Option Price"ii) that portion of the Purchasable Shares which remains unvested as of the date of the Termination one year from ________________ [DATE THAT IS ONE YEAR FROM THE DATE OF THE PROSPECTUS] (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith at or before 5:00p.m., Eastern Time, ending on the earlier of (1/60i) ___________________ [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE PROSPECTUS], or (ii) the date in which this purchase warrant is redeemed, in accordance with the terms hereof (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 137,500 Units of the Stock shall vest at Company, as described in the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant Prospectus of the Company until 60 months after dated the Vesting Commencement Date, when all of date hereof (the Stock purchased hereunder shall be vested. (b"Units") Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as subject to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail adjustment as provided in Section 9(c) 6 hereof. At If the Expiration Date is a day on which banking institutions are authorized by law to close in New York City, then this Purchase Option may be exercised on the next succeeding day which is not such closinga day in accordance with the terms herein. During the period ending on the Expiration Date, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceledagrees not to take any action that would terminate this Purchase Option. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the This Purchase Option is assigned by initially exercisable at $12.50 per Unit; provided, however, that upon the Company and the fair market value occurrence of any of the sharesevents specified in Section 6 hereof, as determined the rights granted by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the this Purchase Option, then including the assignee shall pay to the Company the difference between the fair market value of the shares repurchased exercise price per Unit and the aggregate repurchase number of Units to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the context.

Purchase Option. (a) A total of 900,000 4,100,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect, except as provided by Section 4(b) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty one forty-eighth (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/601/48) of the Stock shall vest at the end of each month thereafter. Provided after December 15, 1998 (the "Vesting Commencement Date"), provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 48 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.

Purchase Option. (a) A total of 900,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease that the Member ceases to serve as an employee, officer, consultant provide services to the Company or member of the Board of Directors any parent or subsidiary of the Company for any reason, reason or no reason, with or without cause, including involuntary termination, death after the completion of vesting of all or temporary or permanent disability (a portion of the "Termination"), the Purchase Option shall come into effect. Following a TerminationMember Shares pursuant to this Agreement, the Company shall have the right, as provided in subparagraph right and option (bthe “Purchase Option”) hereof, to purchase from the Purchaser some or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock Vested Shares (as defined below) from the Member, for a sum equal to the product of (i) the Option Price (as defined below) and (ii) the number of Vested Shares to be purchased hereunder shall be vested(the “Aggregate Option Price”). (b) Within The Company may exercise the Purchase Option by delivering or mailing to the Member (or his estate in the event of his death), within 90 days following after the Cessation of Services Date, a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to of exercise of the Purchase Option. Such notice shall specify the number of Vested Shares to be purchased. If and to the Company extent the Purchase Option is not so exercised by the giving of such a notice within such 90-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 90-day period. (or its assigneec) elects Within 10 days after delivery to purchase the Unvested Shares hereunder, it shall set a date for the closing Member of the transaction at a place and time specified by Company’s notice of the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(cexercise of the Purchase Option pursuant to subsection (b) hereof. At such closingabove, the Company shall pay to the Member the Aggregate Option Price for such Vested Shares. (d) On and after the Option Closing Date (as defined below), the Company shall not make any distribution to the Member on account of any Vested Shares or its assigneepermit the Member to exercise any of the privileges or rights of a member of the Company with respect to such Vested Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Vested Shares. (e) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall may be payable, at the option of the Company by Company, in cancellation of all or a portion of any outstanding indebtedness of Purchaser the Member to the Company (including but not limited to indebtedness under the Note) or in cash or (by check. If the ) or both. (f) The Company may assign its Purchase Option is assigned by to one or more persons or entities. (g) For purposes of this Section 6, the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee following definitions shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.apply:

Purchase Option. (a) A total of 900,000 1,500,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued employment byservice as an employee, consultancy withofficer, consultant or other service to member of the Board of Directors of the Company, twenty (20%) of the Stock 187,500 shares shall vest 12 months after on October 204, 1998 2000 (the "Vesting Commencement Date"), and one sixtith forty-eighth (1/601/48) of the Stock shall vest at the end of each month monthly thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the sharesStock, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares Stock repurchased and the aggregate repurchase price. (c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (aand/or its designees) A total on the Effective Date and to deliver on the Closing Date an option (the “Representative’s Option”) for the purchase of 900,000 shares an aggregate of 75,045 Shares (representing 5% of the Stock Firm Shares sold in the Offering) for an aggregate purchase price of $100.00 substantially in the form of Exhibit A attached hereto ("Purchasable Shares") the “Representative’s Option Agreement”). The Representative’s Option shall be exercisable, in whole or in part, at any time or from time to time commencing on a date which is one year from the Effective Date and expiring on the four-year anniversary of the Effective Date at an initial exercise price per Share of $8.75, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Option Agreement and the Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to Rule 5110 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) against transferring the Representative’s Securities during the first year after the Effective Date and, by its acceptance thereof, shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Securities, or any portion thereof, or allow the Representative’s Securities to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one year following the Effective Date to anyone other than (i) an Underwriter or a dealer selected by the Representative that participates in the offer and sale of the Public Securities (each, a “Selected Dealer”) in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or Selected Dealer; provided that any such transferee agrees to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vestedforegoing lock-up restrictions. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.

Purchase Option. (a) A total of 900,000 800,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued employment byservice as an employee, consultancy withofficer, consultant or other service to member of the Board of Directors of the Company, twenty one forty-eighth (20%1/48) of the Stock Shares shall vest 12 months after on the first day of each month following October 201, 1998 1999 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price. (c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock

Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of CRT CAPITAL GROUP LLC (“CRT”), as registered owner of this Purchase Option (this “Purchase Option”), to ADVANCED TECHNOLOGY ACQUISITION CORP. (“Company”), CRT is entitled, at any time or from time to time upon the later of (a) A total of 900,000 shares of the Stock ("Purchasable Shares") shall be subject to the right ___________, 2007, and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereofthe consummation of a Business Combination (“Commencement Date”), and at or before 5:00 p.m., Eastern Time, _____________, 2011 (“Expiration Date”), but not thereafter, to subscribe for, purchase from the Purchaser and receive, in whole or his personal representativein part, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof up to 1,500,000 units ("Option Price"“Units”) that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) each Unit consisting of one share of common stock of the Stock shall vest 12 months after October 20Company, 1998 par value $.0001 per share (the "Vesting Commencement Date"“Common Stock”), and one sixtith warrant (1/60“Warrant(s)”) expiring five years from the effective date (“Effective Date”) of the Stock shall vest at registration statement (“Registration Statement”) pursuant to which Units are offered for sale to the end public (“Offering”). Each Warrant is the same as the warrants included in the Units being registered for sale to the public by way of each month thereafter. Provided the Registration Statement (“Public Warrants”), except that the Purchaser continues to warrants underlying the Units will expire five years from the Effective Date. If the Expiration Date is not a Business Day (as defined below), then this Purchase Option may be an employee, officer, Director or consultant of exercised on the Company until 60 months after next succeeding Business Day in accordance with the Vesting Commencement terms herein. During the period ending on the Expiration Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as agrees not to whether it wishes to purchase the Unvested Shares pursuant to exercise of take any action that would terminate the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the This Purchase Option is assigned by initially exercisable at $8.80 per Unit so purchased; provided, however, that upon the Company and the fair market value occurrence of any of the sharesevents specified in Section 6 hereof, as determined the rights granted by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the this Purchase Option, then including the assignee shall pay to the Company the difference between the fair market value of the shares repurchased exercise price per Unit and the aggregate repurchase pricenumber of Units (and shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified.

Purchase Option. THIS CERTIFIES THAT, in consideration of $_____ duly paid by or on behalf of Chardan Capital Markets, LLC (a) A total “Initial Holder”), as registered owner of 900,000 shares this Purchase Option, to Prime Acquisition Corp. (“Company”), ▇▇▇▇▇▇ is entitled, at any time or from time to time upon the later of the Stock consummation of a Business Combination ("Purchasable Shares"as defined in Section 2.5) shall be subject and _________, 2011 (“Commencement Date”) [6 months following the effective date], and at or before 5:00 p.m., New York City local time, ________, 2016 (“Expiration Date”) [5 years following the effective date], but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to _____(_____) units (“Units”) of the Company, each Unit consisting of one ordinary share of the Company, par value $0.001 per share (“Ordinary Share”), and one-half of a warrant (“Warrant(s)”) expiring five years from the effective date (“Effective Date”) of the registration statement (“Registration Statement”) pursuant to which Units are offered for sale to the right and option public (“Offering”). Each Warrant is identical to the warrants included in the Units being registered for sale to the public by way of the Company Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to repurchase such shares ("Purchase Option") as set forth in close, then this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effectmay be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Following a TerminationDuring the period ending on the Expiration Date, the Company shall have the right, as provided in subparagraph (b) hereof, agrees not to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") take any action that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of would terminate the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the This Purchase Option is assigned by initially exercisable at $12.00 per Unit so purchased; provided, however, that upon the Company and the fair market value occurrence of any of the sharesevents specified in Section 6 hereof, as determined the rights granted by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the this Purchase Option, then including the assignee shall pay to the Company the difference between the fair market value of the shares repurchased exercise price per Unit and the aggregate repurchase price.number of Units (and Ordinary Shares and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “

Purchase Option. On the last day of the Term, PacifiCorp shall have the option to purchase the Facility and all rights of Seller therein or relating thereto, for the sum of $1.00. Such option shall be exercised by notice from PacifiCorp to Seller provided no less than 30 days prior to the last day of the Term. Seller covenants that in the event PacifiCorp provides such notice of its exercise of this purchase option, that Seller shall sell, transfer, assign and convey to PacifiCorp all of the Facility and all rights of Seller therein or relating thereto, free and clear of all liens, claims, encumbrances, or rights of others arising through Seller on the last day of the Term, including good and valid title to the Facility and Seller's rights in the Premises. In connec- tion with such sale, transfer, assignment and conveyance, Seller shall (a) A total assign or otherwise make available, to the extent permitted by Requirements of 900,000 shares Law and not already assigned or otherwise transferred to PacifiCorp, Seller’s interest in all material Required Facility Documents and licenses, permits approvals and consents of any Governmental Authorities or other Persons that are then in effect and that are utilized for the operation or maintenance of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph Facility; (b) hereofcooperate with all reasonable requests of PacifiCorp for purposes of obtaining or making, or en- abling PacifiCorp to purchase from obtain or make, any and all material Permits and licenses, permits, approv- als and consents of any Governmental Authorities or other persons that are or will be required to be obtained by PacifiCorp in connection with the Purchaser use, occupancy, operation or his personal representativemaintenance of the Facility or the Premises in compliance with Requirements of Law; (c) provide PacifiCorp copies of all documents, instruments, plans, maps, specifications, manuals, drawings and other documentary materials relating to the installation, maintenance, operation, construction, design, modification and repair of the Facility, as shall be in the case may be, at Seller’s possession and shall be reasonably appropriate or necessary for the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion continued operation of the Purchasable Shares which remains unvested as of Facility. Seller shall not take any action during the date of the Termination (the "Unvested Shares"). Subject Term that would inhibit Seller's ability to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vestedcomply with this provision. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.

Purchase Option. (a) A total of 900,000 shares All of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company Corporation to repurchase such shares the Stock (the "Purchase Option") as set forth in this paragraph Section 3. In the event Purchaser shall shall, prior to the closing of a registered public offering of the Corporation's Common Stock, cease to serve as an employee, officer, consultant be employed by the Corporation (including a parent or member subsidiary of the Board of Directors of the Company Corporation) for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company Corporation shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph Section 1 hereof (the "Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vestedStock. (b) Within 90 180 days following a Termination, the Company Corporation shall notify Purchaser by written notice delivered or mailed as provided in subparagraph Section 9(c), as to whether it wishes to purchase the Unvested Shares Stock pursuant to exercise of the Purchase Option. If the Company Corporation (or its assignee) elects to purchase the Unvested Shares Stock hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company Corporation, or, at CompanyCorporation's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company Corporation (or its assignee) shall tender payment for the Unvested Shares Stock and the certificates representing the Unvested Shares Stock so purchased shall be canceledcancelled. The Option Price shall be payable, at the option of the Company Corporation, by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) Corporation or in cash or by check. If the . (c) The Purchase Option is assigned shall also apply in the event immediately after the closing of the initial registered public offering of the Corporation's Common Stock (the "Closing"), the Corporation shall have outstanding less than 9,000,000 shares of its Common Stock (calculated on a fully diluted basis) (the "Outstanding Shares"). In that event, the Corporation shall have the option to purchase, at the Option Price, a portion of the Stock so that, after the purchase, the Purchaser (including all permitted transferees) has Stock equal to 1% (rounded to the nearest whole share) of the Outstanding Shares (such portion being defined as the "Excess Shares"). Within ten days following Closing, the Corporation shall notify Purchaser by written notice delivered or mailed as provided in Section 9(c), as to whether it wishes to purchase the Excess Shares, and shall set a date for the closing of the purchase (not later than thirty days following Closing) at a place and time specified by the Company Corporation, or, at Corporation's option, such closing may be by mail as provided in Section 9(c) . At closing, the Corporation (or its assignee) shall tender payment for the Excess Shares and the fair market value certificates representing the Excess Shares so purchased shall be cancelled. The Option Price shall be payable, at the option of the sharesCorporation, as determined by cancellation of all or any outstanding indebtedness of Purchaser to the Board Corporation or in cash or by check. (d) The Purchase Option shall expire and shall be of Directors no effect upon the occurrence of any of the following: (i) one year after the date of this Agreement, (ii) a change of control of the Company, exceeds which is defined as any person (as that term is used in Section 13(e) and 14(d) of the repurchase priceSecurities Exchange Act of 1934, and such assignee exercises as amended (the Purchase Option"Exchange Act)), then other than the assignee shall pay to holders of any of the Company's securities as of the date of this Agreement, is or becomes the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) directly or indirectly of securities of the Company the difference between the fair market value representing a majority of the shares repurchased combined voting power of the Company's then outstanding securities (assuming conversion of all outstanding convertible non-voting securities into voting securities and the aggregate repurchase priceexercise of all outstanding options and all other securities which are convertible to voting securities, or (iii) upon the approval by the Company's shareholders of (A) the sale of all or substantially all of the assets of the Company, (B) the merger or consolidation or any reorganization or restructuring of the Company (other than a merger, consolidation, reorganization or restructuring in which the Company is the surviving corporation and which does not result in any capital reorganization or reclassification or other change in the ownership of the Company's then outstanding shares that would be deemed a change in control pursuant to clause (i), above), or (C) a plan of liquidation or dissolution of the Company.

Purchase Option. (a) A total THIS CERTIFIES THAT, in consideration of 900,000 shares funds duly paid by or on behalf of the Stock [ ]("Purchasable SharesHolder") shall be subject to the right and option ), as registered owner of the Company to repurchase such shares ("this Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease , to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability Selway Capital Acquisition Corporation (the "TerminationCompany"), the Purchase Option shall come into effect. Following a TerminationHolder is entitled, the Company shall have the right, as provided in subparagraph (b) hereof, at any time or from time to purchase time from the Purchaser later of: (i) the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or his personal representativePost-Acquisition Automatic Trust Liquidation , as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof or ("Option Price"ii) that portion of the Purchasable Shares which remains unvested as of the date of the Termination one year from November 7, 2011 (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith at or before 5:00p.m., Eastern Time, ending on the earlier of (1/60i) November 7, 2016, or (ii) the date in which this purchase warrant is redeemed, in accordance with the terms hereof (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 Units of the Stock shall vest at Company, as described in the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant Prospectus of the Company until 60 months after dated the Vesting Commencement Date, when all of date hereof (the Stock purchased hereunder shall be vested. (b"Units") Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as subject to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail adjustment as provided in Section 9(c) 6 hereof. At If the Expiration Date is a day on which banking institutions are authorized by law to close in New York City, then this Purchase Option may be exercised on the next succeeding day which is not such closinga day in accordance with the terms herein. During the period ending on the Expiration Date, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceledagrees not to take any action that would terminate this Purchase Option. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the This Purchase Option is assigned by initially exercisable at $12.50 per Unit; provided, however, that upon the Company and the fair market value occurrence of any of the sharesevents specified in Section 6 hereof, as determined the rights granted by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the this Purchase Option, then including the assignee shall pay to the Company the difference between the fair market value of the shares repurchased exercise price per Unit and the aggregate repurchase number of Units to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the context.

Purchase Option. (a) A total of 900,000 shares of the Stock If ("Purchasable Shares"i) shall be subject to the right and option of your relationship with the Company to repurchase such shares or a Related Entity terminates for any reason at any time or (ii) a Change of Controls occurs, the Company and/or its designees shall have the option (the "Purchase Option") as set forth to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in this paragraph 3the event. In of your death, or your legal representative in the event Purchaser of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall cease sell to serve the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as an employeethe "Purchasable Shares"), officer, consultant subject to the Company's compliance with the conditions hereinafter set forth. (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or member such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Company for any reason, or Fair Market Value per share of such Purchasable Shares. If no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (notice is given within the "Termination")time limit specified above, the Purchase Option shall come into effect. Following a Terminationterminate. (c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Company shall have Fair Market Value per share times the rightnumber of shares being purchased, as provided and in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may beof the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereofhas been determined. At such closing, the Company Grantor shall deliver or shall cause to be delivered to the purchasers the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or its assigneeaccompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchasers. In the event that, notwithstanding the foregoing, the Grantor shall tender payment for have failed to obtain the Unvested release of any pledge or other encumbrance on any Purchasable Shares and by the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablescheduled closing date, at the option of the Company by cancellation purchasers the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or any outstanding indebtedness of Purchaser to encumbered. (d) To assure the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors enforceability of the Company's rights under this Section 7, exceeds each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the repurchase price, and such assignee exercises following form: (e) The Company's rights under this Section 7 shall terminate upon the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value consummation of the shares repurchased and the aggregate repurchase pricea Qualifying Public Offering.

Purchase Option. The Employee's Shares are subject to repurchase as provided below in subsections (a) A total through (g) below: (a) If the Employee's active service with the Company or a Subsidiary is terminated by the Employee other than for Good Reason (such termination of 900,000 shares of active service shall be treated as occurring on the Stock ("Purchasable Shares"Notice Date) or by the Company for Cause, the Company and/or its designee(s) shall be subject to have the right and option of (the Company to repurchase such shares ("Purchase Option") to purchase, and if the Purchase Option is exercised, the Grantor (as set forth in this paragraph 3. In defined below) shall sell to the event Purchaser shall cease to serve as an employeeCompany and/or its assignee(s), officer, consultant all or member any portion (at the Company's option) of the Board of Directors Shares held by the Grantor (such Shares collectively being referred to as the "Purchasable Shares"). (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the Date of the Termination (as defined in the Employment Agreement) of the Employee's service. Such notice shall state the number of Purchasable Shares to be purchased by the Company for any reason, or and the determination of the purchase price of such Purchasable Shares. If no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (notice is given within the "Termination")time limit specified above, the Purchase Option shall come into effect. Following a Termination, the Company shall be deemed to have the right, as provided in subparagraph terminated. (bc) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the The purchase price per share originally to be paid as set forth in paragraph 1 hereof ("Option Price") that portion of for the Purchasable Shares which remains unvested purchased pursuant to the Purchase Option shall be the Book Value (as defined below) per share as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) notice of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase OptionOption times the number of Shares being purchased. If the Company (or its assignee) elects to The purchase the Unvested Shares hereunder, it shall set a date price for the Purchasable Shares shall be paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(cprincipal executive offices within ten (10) hereofdays after the purchase price has been determined. At such closing, the Company Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or its assigneeaccompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall tender payment for have failed to obtain the Unvested release of any pledge or other encumbrance on any Purchasable Shares and by the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablescheduled closing date, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the Company extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (including but not limited to indebtedness under d) To ensure the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors enforceability of the Company's rights hereunder, exceeds each certificate or instrument representing Shares shall bear a conspicuous legend in substantially the repurchase price, and such assignee exercises following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (e) The Company's rights under this Section 12 shall terminate upon the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value consummation of the shares repurchased and the aggregate repurchase pricean Initial Public Offering.

Purchase Option. (a) A total If (i) your employment with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of 900,000 shares of Control occurs, the Stock ("Purchasable Shares"Company and/or its designees) shall be subject to have the right and option of (the Company to repurchase such shares ("Purchase Option") as set forth to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in this paragraph 3. In the event Purchaser of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall cease sell to serve the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as an employeethe "Purchasable Shares"), officer, consultant subject to the Company's compliance with the conditions hereinafter set forth. (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your employment or member engagement or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Company for any reason, or Fair Market Value per share of such Purchasable Shares. If no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (notice is given within the "Termination")time limit specified above, the Purchase Option shall come into effect. Following a Terminationterminate. (c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Company shall have Fair Market Value per share times the rightnumber of shares being purchased, as provided and in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may beof the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereofhas been determined. At such closing, the Company Grantor shall deliver or shall cause to be delivered to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or its assigneeaccompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchasers). In the event that, notwithstanding the foregoing, the Grantor shall tender payment for have failed to obtain the Unvested release of any pledge or other encumbrance on any Purchasable Shares and by or upon the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablescheduled closing date, at the option of the Company by cancellation purchasers) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or any outstanding indebtedness of Purchaser to encumbered. (d) To assure the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors enforceability of the Company's rights under this Section 7, exceeds each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the repurchase price, and such assignee exercises following form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (e) The Company's rights under this Section 7 shall terminate upon the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value consummation of the shares repurchased and the aggregate repurchase price.a Qualifying Public Offering

Purchase Option. (a) A total of 900,000 400,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued employment byservice as an employee, consultancy withofficer, consultant or other service to member of the Board of Directors of the Company, twenty one forty-eighth (20%1/48) of the Stock Shares shall vest 12 months after October 20on the first day of each month following February 1, 1998 2000 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price. (c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Acquiror, the Purchase Option shall lapse with respect to all of the Stock; (iii) If Purchaser's services as an employee, officer, consultant or member of the Board of Directors of the Company is terminated by the Acquiror during the first year of such service following the Acquisition, the portion of the Stock which would have vested absent such termination during the period through the second anniversary of the Acquisition shall vest immediately upon such termination; or (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. (a) A total of 900,000 shares of the Stock ("Purchasable Shares") The Company shall be subject to have the right and option of (the Company to repurchase such shares ("Purchase Option") to purchase all or any part of the Stock received pursuant to this Agreement that has not as yet vested in accordance with the vesting schedule set forth in Section 3 of this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability Agreement (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by) on the following terms and conditions: (a) The Company shall, consultancy withsimultaneously with termination of your Continuous Service, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest purchase at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when Price Per Share all of the Stock purchased hereunder Unvested Shares, unless the Company agrees to waive its Purchase Option as to some or all of the Unvested Shares. Any such waiver shall be vestedexercised by the Company by written notice to you or your representative (with a copy to the Escrow Agent) within ninety (90) days after the termination of your Continuous Service, and the Escrow Agent may then release to you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its Purchase Option as to all of the Unvested Shares, then upon such termination of your Continuous Service, the Escrow Agent shall transfer to the Company the number of Unvested Shares the Company is purchasing. (b) Within 90 days following a Termination, the The Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to pay for the purchase the of any Unvested Shares pursuant with respect to exercise of the which it exercises its Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If cancellation of purchase money indebtedness within ninety (90) days after the Purchase Option is assigned by termination of your Continuous Service. (c) The Stock issued under this Agreement shall be held in escrow pursuant to the Company and the fair market value terms of the shares, Joint Escrow Instructions attached hereto as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.Exhibit C.

Purchase Option. (a) A total of 900,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser that on or prior to the fourth anniversary of the Closing Date, any Management Shareholder shall cease to serve as an employee, officer, consultant or member of the Board of Directors of be employed by the Company or any of its Subsidiaries for any reasonreason (including, but not limited to, death, disability, retirement at age 65 or no reasonmore under the Company’s or of its Subsidiaries’ normal retirement policies, with resignation or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination, termination by the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representativeany of its Subsidiaries, as the case may be, with or without Cause), not including a leave of absence approved by the Company, such Management Shareholder shall give prompt notice to the Company of such termination (except in the case of termination by the Company), and the Company, and/or, if approved by the Board, the Company’s designee, shall have the right and option at any time within 90 days after the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion later of the Purchasable Shares which remains unvested as effective date of such termination o f employment (the “Termination Date”) or the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) ’s receipt of the Stock aforesaid notice (which 90-day period shall vest 12 months be extended if such transaction is subject to regulatory approval until the expiration of five Business Days after October 20all such approvals have been received, 1998 (the "Vesting Commencement Date"but in no event later than 180 days), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employeepurchase from such Management Shareholder, officer, Director any or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder Unvested Incentive Shares then owned by such Management Shareholder (and his or her Permitted Transferees) at a purchase price equal to the Option Purchase Price (as defined below). The Company shall give notice to the terminated Management Shareholder of its intention (or the intention of its designee, as applicable) to purchase Unvested Incentive Shares at any time not later than 90 days after the Termination Date (which 90-day period shall be vested. (b) Within 90 days following a Terminationextended if such transaction is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, the Company shall notify Purchaser by written notice delivered or mailed as provided but in subparagraph 9(cno ev ent later than 180 days), as to whether it wishes to purchase the Unvested Shares pursuant to exercise . The right of the Purchase Option. If the Company (or its assigneedesignee, as applicable) elects set forth in this Section 4.04 to purchase a terminated Management Shareholder’s Unvested Incentive Shares (and the Unvested Incentive Shares hereunder, it of the persons or entities deemed to be included in the definition of such Management Shareholder pursuant to this Agreement) is hereinafter referred to as the “Purchase Option.” (b) The Purchase Option shall be exercised by written notice to the terminated Management Shareholder signed by an officer of the Company on behalf of the Company. Such notice shall set forth the number of Unvested Incentive Shares desired to be purchased and shall set forth a time and place of closing which shall be no earlier than 10 days and no later than 60 days after the date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereofnotice is sent. At such closing, the seller shall deliver the certificates evidencing the number of Unvested Incentive Shares to be purchased by the Company and/or its designee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its designee good title to such of the Unvested Incentive Shares to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities , claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its designee shall deliver to the seller the full amount of the Option Purchase Price for such Securities in cash by certified or bank cashier’s check. (or its assigneec) shall tender payment The “Option Purchase Price” for the Unvested Incentive Shares and the certificates representing the Unvested Shares so to be purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser from such Management Shareholder pursuant to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by shall equal the price calculated as set forth below: Resignation or termination for any reason other than Cause Adjusted Cost Price Termination with Cause Lesser of Fair Market Value or Adjusted Cost Price Notwithstanding anything to the contrary contained herein, in connection with the exercise of any Purchase Option pursuant to Section 4.04, the Company may offset from the Option Purchase Price paid to any Management Shareholder the aggregate amount of any outstanding principal and the fair market value accrued but unpaid interest due on any indebtedness of the shares, as determined by the Board of Directors of such Management Shareholder to the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.

Purchase Option. (a) A total of 900,000 shares of On the Stock ("Purchasable Shares") shall be terms and subject to the right and option of the Company to repurchase such shares ("Purchase Option") as conditions set forth in this paragraph 3. Section 2.2, in connection with any Securities Sale, (i) each Specified Holder agrees, severally and not jointly, to offer to sell to the Company, at a purchase price per share determined in accordance with this Section 2.2, a number of Equity Securities determined by multiplying (A) the aggregate number of such Specified Holder’s Sold Securities by (B) 17.647% (the resulting number of securities, the “Offered Securities”) and (ii) in the event, and to the extent, that the Company shall exercise the election to purchase all or a portion of the Offered Securities as provided in this Section 2.2 (the “Purchase Option”), each Specified Holder agrees, severally and not jointly, to sell to the Company, and the Company agrees to purchase from each Specified Holder, at the purchase price per share determined in accordance with this Section 2.2, that portion of the Offered Securities as to which such election shall have been exercised. (b) No later than two Business Days prior to the date on which a Specified Holder proposes to consummate a Securities Sale, such Specified Holder shall deliver a written notice (a “Sale Notice”) to the Company and Silver Lake stating the terms and conditions of such proposed Securities Sale, including (i) such Specified Holder’s bona fide intention to effect the Securities Sale; (ii) the name of any purchaser or transferee of such Equity Securities, if known; (iii) the number of Equity Securities that such Specified Holder proposes to Transfer; (iv) the expected date of consummation of the Securities Sale; and (v) the terms and conditions of such proposed Transfer, if known. (c) In the event Purchaser a Secondary Sale is actually consummated, each Specified Holder participating in such Secondary Sale shall cease promptly deliver a written notice to serve as an employee, officer, consultant or member of the Board of Directors of the Company for and Silver Lake following the consummation of such Secondary Sale (and in any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability event within two Business Days after such consummation) (the "Termination")such notice, the Purchase Option shall come into effect. Following a Termination, “Secondary Sale Consummation Notice”) and the Company shall have the right, as provided in subparagraph (b) hereofbut not the obligation, to purchase from each Specified Holder participating in such Secondary Sale, by delivery of written notice to such Specified Holder no later than two Business Days following receipt of the Purchaser Secondary Sale Consummation Notice (such two Business Day period, a “Secondary Option Election Period”), such number of Offered Securities related to such Secondary Sale at the same price per share (net of any fees (including underwriting fees) or his personal representativecommissions that would have otherwise been deducted from such price before being remitted to the Specified Holder in connection with such Securities Sale) as the price per share of the Sold Securities subject to such Secondary Sale (such price per share, the “Secondary Sale Price”); provided, that if the Sold Securities were sold at multiple prices in such Secondary Sale, the Secondary Sale Price shall be the weighted average sale price of such Sold Securities. A Secondary Sale may be effected in a single transaction or in a series of transactions occurring within no more than a 20 Business Day period. If a Secondary Sale is effected in a series of transactions, each Specified Holder participating in such Secondary Sale shall deliver a single Secondary Sale Consummation Notice after completion of the final sale in such series of transactions. If neither the Company nor any assignee thereof exercises the Purchase Option under this Section 2.2(c), then such Specified Holder shall have the right to Transfer the Offered Securities pursuant to a Secondary Sale for a ten Business Day period following the expiration of the Secondary Option Election Period at a price per share no lower than (without the prior written consent of the Company or such assignee) the Secondary Sale Price. If the Specified Holder does not Transfer such Offered Securities within such ten Business Day period, then such Specified Holder shall be required to comply with the terms of this Section 2.2 in any subsequent Transfer of such Offered Securities by such Specified Holder. (d) In the event a DIK Sale is actually consummated, each Specified Holder participating in such DIK Sale shall promptly deliver a written notice to the Company and Silver Lake following the consummation of such DIK Sale (and in any event within one Business Day after such consummation) (such notice, the “DIK Sale Consummation Notice”) and the Company shall have the right, but not the obligation, to purchase from each Specified Holder, by delivery of written notice to such Specified Holder no later than the fifth trading day following receipt of the DIK Sale Consummation Notice (such five trading day period, a “DIK Option Election Period”), such number of Offered Securities related to such DIK Sale at a price per share of the Sold Securities subject to such DIK Sale equal to the volume weighted average of the trading price of one share of Common Stock on NASDAQ (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by the Company and such Specified Holder in good faith) over the four consecutive trading day period beginning on (and including) the date on which such DIK Sale is consummated (such price per share, the “DIK Sale Price”). If neither the Company nor any assignee thereof exercises the Purchase Option under this Section 2.2(d), then such Specified Holder shall have the right to Transfer the Offered Securities pursuant to a DIK Sale for a five Business Day period following the expiration of the DIK Option Election Period. If the Specified Holder does not Transfer such Offered Securities within such five Business Day period, then such Specified Holder shall be required to comply with the terms of this Section 2.2 in any subsequent Transfer of such Offered Securities by such Specified Holder. (e) Payment for any Offered Securities in respect of which the Company or its assignee exercises the Purchase Option set forth in this Section 2.2 shall be made in cash by, at the option of the applicable Specified Holder, check or wire transfer to such Specified Holder upon delivery of the Offered Securities acquired pursuant to such exercise of the Purchase Option set forth in this Section 2.2 to the Company or its assignee, as applicable. Payment for and delivery of such Offered Securities may occur up to 10 Business Days following the exercise of such Purchase Option; provided that, in the event that payment and delivery occurs after the second Business Day following such exercise, interest shall start accruing from and after the third Business Day following such exercise on the aggregate purchase price at a rate of 8.00% per annum to, but excluding, the date of payment. (f) Each Specified Holder represents and warrants, severally and not jointly, that it is a sophisticated investor and knows that the Company or the assignee, as the case may be, may from time to time, including at the purchase price per share originally paid time of any exercise of rights set forth in Section 2.2, be in possession of material, nonpublic information regarding the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to its decision to sell the Offered Securities or otherwise materially adverse to its interests, and agrees that the Company or assignee, as the case may be, shall have no obligation to disclose such information or any other information to it. Each of the Specified Holders, severally and not jointly, hereby waives and releases, to the fullest extent permitted by law, any and all claims and causes of action it has or may have against the Company or its assignee, as applicable, and their respective affiliates, officers, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of any information in connection with the sale of Offered Securities pursuant to the exercise of rights set forth in this Section 2.2. Each Specified Holder further agrees, severally and not jointly, that to the extent requested by the Company or its assignee to be confirmed in writing at the time of the exercise of its rights set forth in this Section 2.2 or at the settlement of any sale pursuant to such exercise, it shall make such customary “big boy” representations and warranties to, and agreements with, the Company or its assignee, including (i) such representations, warranties and agreements as set forth in paragraph 1 hereof the two preceding sentences and ("Option Price"ii) that portion of it has adequate information concerning the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), business and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant financial condition of the Company until 60 months after to make an informed decision regarding the Vesting Commencement Date, when all sale of the Stock purchased hereunder shall be vestedOffered Securities. (bg) Within 90 days following a TerminationNotwithstanding anything to the contrary set forth in this Agreement, the Company provisions of this Section 2.2 shall notify Purchaser terminate with respect to any Specified Holder at such time as such Specified Holder, together with its Affiliates, ceases to hold Equity Securities representing at least 50,000 shares of Common Stock; provided that, if this Section 2.2 remains in effect with respect to a Specified Holder immediately prior to a Securities Sale (including a Secondary Sale effected in a series of transactions over multiple days) by written notice delivered such Specified Holder, the provisions of this Section 2.2 shall continue to apply with respect to such Securities Sale, notwithstanding that such Specified Holder, together with its Affiliates, may hold less than 50,000 shares of Common Stock immediately following such Securities Sale. (h) The exercise or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to non-exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company oror its assignee of its rights set forth in this Section 2.2 shall not adversely affect its rights to exercise such rights in connection with any subsequent Securities Sale by a Specified Holder pursuant to this Section 2.2. (i) Each party hereto hereby agrees to and shall do and perform, at Company's optionor cause to be done and performed, all such closing further acts and things, and shall execute and deliver all such other customary agreements, certificates, instruments and documents, as another party hereto may be consummated by mail as provided reasonably request in order to carry out the intent and accomplish the purposes of this Section 2.2 and the consummation of the transactions contemplated hereby. (j) If a Specified Holder proposes to consummate a Secondary Sale pursuant to Section 2.3, then, notwithstanding the foregoing provisions of Section 2.2(b), the reference in Section 9(c2.2(b) hereof. At such closing, to “two Business Days” shall be deemed to be “one Business Day.” (k) In the event that the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser declines to the Company (including but not limited to indebtedness under the Note) or exercise in cash or by check. If full the Purchase Option is assigned by for any Securities Sale (the Offered Securities with respect to which the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises does not exercise the Purchase Option, then the assignee shall pay “Unexercised Securities”), the Company may assign such purchase right to one or more members of the Silver Lake Group with respect to the Company Unexercised Securities for such Securities Sale. In such case, each Specified Holder shall comply with the difference between the fair market value provisions of this Section 2.2 for such Securities Sale as if such member of the shares repurchased and Silver Lake Group were the aggregate repurchase priceCompany hereunder, mutatis mutandis.

Purchase Option. (a) A total of 900,000 shares a. If the employment of the Stock Shareholder shall terminate at any time, and such termination is for Cause ("Purchasable Shares"as defined in Section I (f) below), then the Corporation shall be subject to have the right and option of option, but not the Company to repurchase such shares obligation (the "Purchase Option"), to purchase one hundred percent (100%) of the Shareholder's Shares (the "Sa le Portion"). b. The Corporation, in its sole discretion, may elect to purchase Jess than the entire Sale Portion. c. The purchase price of the Shares shall be equal to the Fair Market Value of the Shares (as defined in Section 2 below). d. The Purchase Option shall be exercised by an authorized representative of the Corporation delivering written notice (the ''Notice of Exercise") to the Shareholder, or his personal representative, of the Corporation 's intent to purchase the Sale Port ion of the Shareholder 's Shares, which notice shall specify the number of Shares to be purchased and the proposed purchase price for the Shares. The Notice of Exercise must be delivered within sixty (60) days after the last day of the month in which the Shareholder's employment was terminated. e. The Notice of Exercise shall set forth a proposed purchase price for the Shares to be purchased by the Corporation which will be the Corporation 's good faith determination of the Fair Market Value of such Shares. The Shareholder, or his personal representative, may accept the proposed purchase price as stated in the Notice of Exercise, or may deliver notice to the Corporation of the Shareholder 's disagreement with the valuation set forth in the Notice of Exercise ("Notice of Alternative Valuation"). The Notice of Alternative Valuation shall set forth the Shareholder's, or his personal representative's, good faith determination of the Fai r Market Value of the Shares to be purchased by the Corporation; provided, however, that the failure of the Shareholder to accept the proposed purchase price in the Notice of Exercise or to deliver a Notice of Alternative Valuation to the Corporation within fifteen (1 5) days of his receipt of the Notice of Exercise shall constitute the Shareholder's irrevocable acceptance of the proposed purchase price stated in the Notice of Exercise. The deli very of a Notice of Alternative Valuation shall not affect the timing of the transfer of the Shares provided for in Section 3 below. f. For purposes of this paragraph 3. In Agreement, the event Purchaser shall cease termination of the Shareholder's employment for "Cause" i s a termination by reason of any of the following: (i) willful misconduct by the Shareholder that is materially and demonstrably detrimental to serve as an employeethe Corporation, officermonetarily or otherwise, consultant or member that constitutes willful misconduct or gross negligence in the performance of his duties hereunder; (ii) conduct by the Shareholder that constitutes fraud, dishonesty, or a criminal act, whether or not with respect to the Corporation; (iii) embezzlement of funds or misappropriation of other property by the Shareholder from the Corporation or one or more of the Corporation's employees, clients, partners, or affiliates; (iv) conviction of the Shareholder of a felon y or of any other crime that involves fraud, dishonest y, or moral turpitude; (v) the willful breach by the Shareholder, or the continued breach by the Shareholder after reasonable notice and opportunity to take corrective action, of any of the material provisions of any written Agreement to which both the Shareholder and the Corporation are parties; (vi) conduct by the Shareholder that, in the good faith opinion of the Board of Directors of the Company for Corporation, is materially detrimental to the Corporation, causes the Corporation to breach any reasonterm or the Share Purchase Agreement, dated January 20, 2004, by and among the Corporation, Altira Technology Fund IV L.P and Altira Technology Fund IV Direct Investor, LLC or no reason, with reflects unfavorably on the Corporation or without cause, including involuntary termination, death the Shareholder to such an extent that the Corporation 's best short or temporary long term interests reasonably require the termination of the Shareholder's employment; or (vii) the willful and continued failure by the Shareholder to substantially perform his duties as an employee or permanent disability officer of the Corporation (other than any such failure resulting from the "Termination"Shareholder 's physical or mental incapacity), after demand for substantial performance is delivered by the Purchase Option shall come into effect. Following a Termination, Corporation that specifically identifies the Company shall have manner in which the right, as provided in subparagraph (b) hereof, to purchase from Corporation believes the Purchaser or Shareholder has not substantially performed his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), duties and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided recommends corrective behavior that the Purchaser continues Shareholder fails to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vestedcarry out. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.

Purchase Option. If (i) Optionee ceases to be employed by or perform services for the Company or its Subsidiaries for any reason at any time or (ii) upon the occurrence of a Change in Control, the Company (and/or its designee(s)) shall have the option (the “Purchase Option”) to purchase, and the Optionee (or the Optionee’s executor or the administrator of the Optionee’s estate in the event of the Optionee’s death, or the transferee of the Option Shares or Award in the case of any disposition, or the Optionee’s legal representative in the event of the Optionee’s incapacity) (hereinafter, collectively with such Optionee, the “Grantor”) shall sell to the Company and/or its designee(s), all or any portion (at the Company’s option) of the Option Shares issued pursuant to the Plan and held by the Grantor (such Option Shares herein referred to as the “Purchasable Shares”). (a) A total of 900,000 shares The Company shall give notice in writing to the Grantor of the Stock ("Purchasable Shares") shall be subject to the right and option exercise of the Company Purchase Option within one year of the date of the termination of the Optionee’s employment or service relationship or the date of the Change in Control. Such notice shall state the number of Purchasable Shares to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In be purchased and the event Purchaser shall cease to serve as an employee, officer, consultant or member determination of the Board of Directors the Fair Market Value per share of the Company for any reasonsuch Purchasable Shares, or the Change in Control Price, if applicable. If no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (notice is given within the "Termination")time limit specified above, the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph terminate. (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the The purchase price per share originally to be paid as set forth in paragraph 1 hereof ("Option Price") that portion of for the Purchasable Shares which remains unvested purchased pursuant to the Purchase Option shall be, the Fair Market Value per share, or the Change in Control Price if applicable, as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) notice of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase OptionOption times the number of shares being purchased. If the Company (or its assignee) elects to The purchase the Unvested Shares hereunder, it price shall set a date for the be paid in cash. The closing of such purchase shall take place at the transaction at a place and time specified by Company’s principal executive offices within ten (10) days after the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereofpurchase price has been determined. At such closing, the Company Grantor shall deliver to the purchasers the certificates or instruments evidencing the Purchasable Shares being purchased free and clear of all liens and encumbrances (if any), duly endorsed (or its assigneeaccompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchasers. In the event that, notwithstanding the foregoing, the Grantor shall tender payment for have failed to obtain the Unvested release of any pledge or other encumbrance on any Purchasable Shares and by the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablescheduled closing date, at the option of the Company by cancellation purchasers, the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or any outstanding indebtedness encumbered. (c) The rights and obligations pursuant to this Section will terminate upon the date of Purchaser to a Qualifying Public Offering. “Qualifying Public Offering” means a firm commitment underwritten public offering of the common stock of the Company (including but not limited to indebtedness for cash where the shares of stock registered under the Note) Securities Act are listed on a national securities exchange or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase priceNASDAQ National Market System.

Purchase Option. THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of Maxim Group LLC (a) A total collectively, with its successors and permitted assigns and/or transferees, the "Holder"), as registered owner of 900,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("this Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease , to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability Pinpoint Advance Corp. (the "TerminationCompany"), Holder is entitled, at any time or from time to time upon the Purchase Option shall come into effect. Following later of (i) the consummation of a TerminationBusiness Combination and (ii) ____________, the Company shall have the right, as provided in subparagraph 2007 (b) hereof, to purchase 180 days from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof date hereof) ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith at or before 5:00 p.m., Eastern Time, ____________, 2012 (1/60"Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to One Hundred and Twenty Five Thousand (125,000) units (the "Units") of the Stock shall vest at Company, each Unit consisting of one share of common stock of the end Company, par value $0.0001 per share (the "Common Stock"), and one warrant (the "Warrant") expiring five years from the effective date ("Effective Date") of each month thereafterthe registration statement ("Registration Statement") pursuant to which Units are offered for sale to the public (the "Offering"). Provided Each Warrant contains the same terms and conditions as the warrants included in the Units being registered for sale to the public by way of the Registration Statement (the "Public Warrants"), including that the Purchaser continues Warrants underlying the Units comprising this Purchase Option have an exercise price of $7.50 per share. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be an employee, officer, Director or consultant of exercised on the Company until 60 months after next succeeding day which is not such a day in accordance with the Vesting Commencement terms herein. During the period ending on the Expiration Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as agrees not to whether it wishes to purchase the Unvested Shares pursuant to exercise of take any action that would terminate the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the This Purchase Option is assigned by initially exercisable at $11.00 per Unit so purchased; provided, however, that upon the Company and the fair market value occurrence of any of the sharesevents specified in Section 6 hereof, as determined the rights granted by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the this Purchase Option, then including the assignee shall pay to the Company the difference between the fair market value of the shares repurchased exercise price per Unit and the aggregate repurchase price.number of Units (and shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term "

Purchase Option. The Employee's Shares are subject to repurchase as provided below in subsections (a) A total through (g) below: (a) If the Employee's active service with the Company or a Subsidiary is terminated by the Employee other than for Good Reason (such termination of 900,000 shares of active service shall be treated as occurring on the Stock ("Purchasable Shares"Notice Date) or by the Company for Cause, the Company and/or its designee(s) shall be subject to have the right and option of (the Company to repurchase such shares ("Purchase Option") to purchase, and if the Purchase Option is exercised, the Grantor (as set forth in this paragraph 3. In defined below) shall sell to the event Purchaser shall cease to serve as an employeeCompany and/or its assignee(s), officer, consultant all or member any portion (at the Company's option) of the Board of Directors Shares held by the Grantor (such Shares collectively being referred to as the "Purchasable Shares"). (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the Date of the Termination (as defined in the Employment Agreement) of the Employee's service. Such notice shall state the number of Purchasable Shares to be purchased by the Company for any reason, or and the determination of the purchase price of such Purchasable Shares. If no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (notice is given within the "Termination")time limit specified above, the Purchase Option shall come into effect. Following a Termination, the Company shall be deemed to have the right, as provided in subparagraph terminated. (bc) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the The purchase price per share originally to be paid as set forth in paragraph 1 hereof ("Option Price") that portion of for the Purchasable Shares which remains unvested purchased pursuant to the Purchase Option shall be the Book Value (as defined below) per share as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) notice of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase OptionOption times the number of Shares being purchased. If the Company (or its assignee) elects to The purchase the Unvested Shares hereunder, it shall set a date price for the Purchasable Shares shall be paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(cprincipal executive offices within ten (10) hereofdays after the purchase price has been determined. At such closing, the Company Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or its assigneeaccompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall tender payment for have failed to obtain the Unvested release of any pledge or other encumbrance on any Purchasable Shares and by the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablescheduled closing date, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the Company extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (including but not limited to indebtedness under d) To ensure the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors enforceability of the Company's rights hereunder, exceeds each certificate or instrument representing Shares shall bear a conspicuous legend in substantially the repurchase price, and such assignee exercises following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (e) The Company's rights under this Section 7 shall terminate upon the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value consummation of the shares repurchased and the aggregate repurchase pricean Initial Public Offering.

Purchase Option. (a) A total of 900,000 250,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued employment byservice as an employee, consultancy withofficer, consultant or other service to member of the Board of Directors of the Company, twenty one forty-eighth (20%1/48) of the Stock Shares shall vest 12 months after October 20on the 11th day of each month following July 11, 1998 2000 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price. (c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Acquiror, the Purchase Option shall lapse with respect to all of the Stock; (iii) If Purchaser's services as an employee, officer, consultant or member of the Board of Directors of the Company is terminated by the Acquiror during the first year of such service following the Acquisition, the portion of the Stock which would have vested absent such termination during the period through the second anniversary of the Acquisition shall vest immediately upon such termination; or (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. The Employee’s Shares are subject to repurchase as provided below in subsections (a) A total of 900,000 shares of through (g) below: (a) If the Stock ("Purchasable Shares") shall be subject to the right and option of Employee’s active service with the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In or a Subsidiary is terminated by the event Purchaser shall cease to serve as an employee, officer, consultant Employee or member of the Board of Directors of by the Company for any reasonCause, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability the Company and/or its designee(s) shall have the option (the "Termination"“Purchase Option”) to purchase, and if the Purchase Option is exercised, the Grantor (as defined below) shall sell to the Company and/or its assignee(s), all or any portion (at the Company’s option) of the Shares held by the Grantor (such Shares collectively being referred to as the “Purchasable Shares”). (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the date of Termination of Service of the Employee. Such notice shall state the number of Purchasable Shares to be purchased by the Company and the determination of the purchase price of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall come into effectbe deemed to have terminated. Following a TerminationService Agreement July, the Company shall have the right, as provided in subparagraph 2007 (bc) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the The purchase price per share originally to be paid as set forth in paragraph 1 hereof ("Option Price") that portion of for the Purchasable Shares which remains unvested purchased pursuant to the Purchase Option shall be the Book Value (as defined below) per share as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) notice of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase OptionOption times the number of Shares being purchased. If the Company (or its assignee) elects to The purchase the Unvested Shares hereunder, it shall set a date price for the Purchasable Shares shall be paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the transaction at a place and time specified by Company’s principal executive offices within ten (10) days after the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereofpurchase price has been determined. At such closing, the Company Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or its assigneeaccompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall tender payment for have failed to obtain the Unvested release of any pledge or other encumbrance on any Purchasable Shares and by the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablescheduled closing date, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the Company extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (including but not limited to indebtedness under d) To ensure the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors enforceability of the Company’s rights hereunder, exceeds each certificate or instrument representing Shares shall bear a conspicuous legend in substantially the repurchase price, and such assignee exercises following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY’S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.” (e) The Company’s rights under this Section 7 shall terminate upon the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value consummation of the shares repurchased and the aggregate repurchase pricean Initial Public Offering.

Purchase Option. Within 30 days following the occurrence of a Change in Control (as hereinafter defined), (a) SMHG, at its sole and absolute option (the “Purchase Option”), may purchase all remaining Class A total limited partner interests of 900,000 shares Newco and all remaining Class A member interests of Newco GP not then owned by it (the Stock “Option Interests”) from Salient Partners, the General Partner, or the Principals ("Purchasable Shares") the “Salient Parties”), and the Salient Parties shall be subject obligated to sell the right Option Interest to SMHG, for the Option Purchase Price (as hereinafter defined) and option of (b) if SMHG does not exercise the Company to repurchase such shares ("Purchase Option") as set forth , the Salient Parties, at their sole and absolute option (the “Put Option”), may sell the Option Interests to SMHG, and SMHG shall be obligated to purchase the Option Interests, for the Option Purchase Price. For purposes of this Section 1.6, a “Change in this paragraph 3. In the event Purchaser Control” shall cease be deemed to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reasonhave occurred if and when, with or without cause, including involuntary termination, death or temporary or permanent disability the approval of the board of directors of the SMHG incumbent prior to the occurrence, (a) any “person” (as such term is defined in Section 13(d) and 14(d of the Securities Exchange Act of 1934 (the "Termination"“Exchange Act”)), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion other than any person who currently is an employee of the Purchasable Shares which remains unvested SMHG, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the date SMHG representing 51% or more of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) combined voting power of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested.SMHG’s then outstanding securities computed on a fully diluted basis, (b) Within 90 days following the stockholders of SMHG approve (i) a Terminationmerger or consolidation of SMHG with any other corporation, other than a merger or consolidation that would result in the Company shall notify Purchaser voting securities of SMHG outstanding immediately prior thereto continuing to represent (either by written notice delivered remaining outstanding or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise by being converted into voting securities of the Purchase Option. If surviving entity) at least 50.1% of the Company combined voting power of the voting securities of SMHG or such surviving entity outstanding immediately after such merger or consolidation or (or its assigneeii) elects to purchase the Unvested Shares hereunder, it shall set a date an agreement for the closing of the transaction at a place and time specified sale or disposition by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation SMHG of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value substantially all of the sharesassets of SMHG, or (c) as determined the result of a tender offer, merger, consolidation, sale of assets, or contested election, or any combination of such transactions, the persons who were directors immediately before the transaction or whose election was approved by the Board of Directors a majority of the Company, exceeds persons who were directors immediately before the repurchase price, and such assignee exercises the Purchase Option, then the assignee transaction shall pay cease to the Company the difference between the fair market value constitute a majority of the shares repurchased and the aggregate repurchase priceboard of directors of SMHG or of any successor to SMHG.

Purchase Option. (a) A total of 900,000 shares All of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company Corporation to repurchase such shares the Stock (the "Purchase Option") as set forth in this paragraph Section 3. In the event Purchaser shall shall, prior to the closing of a registered public offering of the Corporation's Common Stock, cease to serve as an employee, officer, consultant be employed by the Corporation (including a parent or member subsidiary of the Board of Directors of the Company Corporation) for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company Corporation shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph Section 1 hereof (the "Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vestedStock. (b) Within 90 180 days following a Termination, the Company Corporation shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares Stock pursuant to exercise of the Purchase Option. If the Company Corporation (or its assignee) elects to purchase the Unvested Shares Stock hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company Corporation, or, at CompanyCorporation's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company Corporation (or its assignee) shall tender payment for the Unvested Shares Stock and the certificates representing the Unvested Shares Stock so purchased shall be canceledcancelled. The Option Price shall be payable, at the option of the Company Corporation, by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) Corporation or in cash or by check. If the . (c) The Purchase Option is assigned by shall expire and shall be of no effect upon the Company and the fair market value occurrence of any of the shares, as determined by following: (i) one year after the Board date of Directors this Agreement, (ii) a change of control of the Company, exceeds which is defined as any person (as that term is used in Section 13(e) and 14(d) of the repurchase priceSecurities Exchange Act of 1934, and such assignee exercises as amended (the Purchase Option"Exchange Act"), then other than the assignee shall pay to holders of any of the Company's securities as of the date of this Agreement, is or becomes the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) directly or indirectly of securities of the Company the difference between the fair market value representing a majority of the shares repurchased combined voting power of the Company's then outstanding securities (assuming conversion of all outstanding convertible non-voting securities into voting securities and the aggregate repurchase priceexercise of all outstanding options and all other securities which are convertible to voting securities), or (iii) upon the approval by the Company's shareholders of (A) the sale of all or substantially all of the assets of the Company, (B) the merger or consolidation or any reorganization or restructuring of the Company (other than a merger, consolidation, reorganization or restructuring in which the Company is the surviving corporation and which does not result in any capital reorganization or reclassification or other change in the ownership of the Company's then outstanding shares that would be deemed a change in control pursuant to clause (i), above), or (C) a plan of liquidation or dissolution of the Company.

Purchase Option. (a) A total of 900,000 shares of the Stock ("Purchasable Shares") The Shares shall be subject to the right and option of (the Company to repurchase such shares ("Purchase Option") as in the amounts set forth in this paragraph 3Section 2(c) herein. In the event Purchaser Zanker shall cease to serve as be employed by the Company (including an employee, officer, consultant affiliate or member a subsidiary of the Board of Directors Company) pursuant to any Voluntary Termination, Involuntary Termination or a Termination for Cause (in each case as defined in the Employment Agreement dated as of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability date hereof (the "TerminationEmployment Agreement") between the Company and Zanker) ("Cessation of Employment"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereofat any time within 60 days after the date the Zanker ceases to be so employed, to purchase from the Purchaser Stockholder or his her personal representative, as the case may be, at the purchase price per share originally paid as set forth specified in paragraph 1 hereof subsection (b) below (the "Option Price"), up to but not exceeding the number of Shares specified in subparagraph (c) below upon the terms hereinafter set forth; PROVIDED, HOWEVER, that portion the Shares shall immediately cease to be subject to the Purchase Option (A) upon the merger or consolidation of the Purchasable Shares which remains unvested as Company into or with another corporation or other entity, or the sale of all or substantially all the assets or the sale of all of the date outstanding capital stock of the Termination Company (the each, a "Unvested SharesSale Transaction"). Subject to continued employment by, consultancy with, or other service to in each case under circumstances in which the holders of the outstanding capital stock of the Company, twenty (20%) immediately prior to the Transaction, own less than a majority in voting power of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant outstanding capital stock of the Company until 60 months after or the Vesting Commencement Datesurviving or resulting company or acquiror, when all of as the Stock purchased hereunder shall be vestedcase may be, immediately following such Sale Transaction or (B) if Zanker is Terminated Without Cause (as such term is defined in the Employment Agreement). (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price per Share (as constituted on the date hereof) shall be payablebe: (i) from the date hereof until May 31, at 2000, the option lesser of (A) /*/ and (B) /*/ (as hereinafter defined); (ii) from June 1, 2000 until the Company by cancellation May 31, 2001, the lesser of all or any outstanding indebtedness (A) /*/ and (B) /*/; and (iii) from June 1, 2001 until May 31, 2002, the lesser of Purchaser to the Company (including but not limited to indebtedness under the NoteA) or in cash or by check. If the Purchase Option is assigned by the Company /*/ and the fair market value of the shares, (B) /*/ (as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase pricehereinafter defined).

Purchase Option. (a) A total If (i) your employment with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of 900,000 shares Control occurs, the Company (and/or its designees) shall have the option (the “Purchase Option”) to purchase, and you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance, in the event of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with you, the “Grantor”)) shall sell to the Company and/or its assignee(s), all or any portion (at the Company’s option) of the Stock Option Shares and/or the Option held by the Grantor ("such Option Shares and Option collectively being referred to as the “Purchasable Shares") shall be ”), subject to the right and option Company’s compliance with the conditions hereinafter set forth. (b) The Company shall give notice in writing to the Grantor of the Company exercise of the Purchase Option within six (6) months from the date of the termination of your employment or engagement or such Change of Control. Such notice shall state the number of Purchasable Shares to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In be purchased and the event Purchaser shall cease to serve as an employee, officer, consultant or member determination of the Board of Directors of the Company for any reason, or Fair Market Value per share of such Purchasable Shares. If no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (notice is given within the "Termination")time limit specified above, the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph terminate. (bc) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the The purchase price per share originally to be paid as set forth in paragraph 1 hereof ("Option Price") that portion of for the Purchasable Shares which remains unvested purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, an amount equal to the Fair Market Value per share as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) notice of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option multiplied by the number of shares being purchased, and in the case of the Option (including Vested and Nonvested Shares subject to such Option), an amount equal to the Fair Market Value per share less the applicable per share Exercise Price multiplied by the number of Vested Shares subject to such Option which are being purchased. If the Company (or its assignee) elects to Any purchase the Unvested Shares hereunder, it price shall set a date for the be paid in cash. The closing of such purchase shall take place at the transaction at a place and time specified by Company’s principal executive offices within ten (10) days after the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereofpurchase price has been determined. At such closing, the Company Grantor shall deliver to the purchasers the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or its assigneeaccompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchasers. In the event that, notwithstanding the foregoing, the Grantor shall tender payment for have failed to obtain the Unvested release of any pledge or other encumbrance on any Purchasable Shares and by the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablescheduled closing date, at the option of the Company by cancellation purchasers the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or any outstanding indebtedness of Purchaser to encumbered. (d) To assure the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors enforceability of the Company’s rights under this Section 7, exceeds each certificate or instrument representing Common Stock held by you shall bear a conspicuous legend in substantially the repurchase price, and such assignee exercises following form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY’S 2002 STOCK OPTION PLAN. A COPY OF SUCH OPTION PLAN IS AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (e) The Company’s rights under this Section 7 shall terminate upon the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value consummation of the shares repurchased and the aggregate repurchase price.a Qualifying Public Offering

Purchase Option. The Employee’s Shares are subject to repurchase as provided below in subsections (a) A total of 900,000 shares of through (g) below: (a) If the Stock ("Purchasable Shares") shall be subject to the right and option of Employee’s active service with the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In or a Subsidiary is terminated by the event Purchaser shall cease to serve as an employee, officer, consultant Employee or member of the Board of Directors of by the Company for any reasonCause, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability the Company and/or its designee(s) shall have the option (the "Termination"“Purchase Option”) to purchase, and if the Purchase Option is exercised, the Grantor (as defined below) shall sell to the Company and/or its assignee(s), all or any portion (at the Company’s option) of the Shares held by the Grantor (such Shares collectively being referred to as the “Purchasable Shares”), (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the date of Termination of Service of the Employee. Such notice shall state the number of Purchasable Shares to be purchased by the Company and the determination of the purchase price of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall come into effect. Following a Termination, the Company shall be deemed to have the right, as provided in subparagraph terminated. (bc) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the The purchase price per share originally to be paid as set forth in paragraph 1 hereof ("Option Price") that portion of for the Purchasable Shares which remains unvested purchased pursuant to the Purchase Option shall be the Book Value (as defined below) per share as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) notice of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase OptionOption times the number of Shares being purchased. If the Company (or its assignee) elects to The purchase the Unvested Shares hereunder, it shall set a date price for the Purchasable Shares shall be paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the transaction at a place and time specified by Company’s principal executive offices within ten (10) days after the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereofpurchase price has been determined. At such closing, the Company Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or its assigneeaccompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall tender payment for have failed to obtain the Unvested release of any pledge or other encumbrance on any Purchasable Shares and by the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablescheduled closing date, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the Company extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (including but not limited to indebtedness under d) To ensure the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors enforceability of the Company’s rights hereunder, exceeds each certificate or instrument representing Shares shall bear a conspicuous legend in substantially the repurchase price, and such assignee exercises following form: Service Agreement July 2007 “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY’S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.” (e) The Company’s rights under this Section 7 shall terminate upon the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value consummation of the shares repurchased and the aggregate repurchase pricean Initial Public Offering.

Purchase Option. The Employee's Shares are subject to repurchase as provided below in subsections (a) A total of 900,000 shares of through (g) below: (a) If the Stock ("Purchasable Shares"Employee's active service with the Company or a Subsidiary is terminated by the Employee or by the Company for Cause, the Company and/or its designee(s) shall be subject to have the right and option of (the Company to repurchase such shares ("Purchase Option") to purchase, and if the Purchase Option is exercised, the Grantor (as set forth in this paragraph 3. In defined below) shall sell to the event Purchaser shall cease to serve as an employeeCompany and/or its assignee(s), officer, consultant all or member any portion (at the Company's option) of the Board of Directors Shares held by the Grantor (such Shares collectively being referred to as the "Purchasable Shares"). (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the date of Termination of Service of the Employee. Such notice shall state the number of Purchasable Shares to be purchased by the Company for any reason, or and the determination of the purchase price of such Purchasable Shares. If no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (notice is given within the "Termination")time limit specified above, the Purchase Option shall come into effect. Following a Termination, the Company shall be deemed to have the right, as provided in subparagraph terminated. (bc) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the The purchase price per share originally to be paid as set forth in paragraph 1 hereof ("Option Price") that portion of for the Purchasable Shares which remains unvested purchased pursuant to the Purchase Option shall be the Book Value (as defined below) per share as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) notice of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase OptionOption times the number of Shares being purchased. If the Company (or its assignee) elects to The purchase the Unvested Shares hereunder, it shall set a date price for the Purchasable Shares shall be paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(cprincipal executive offices within ten (10) hereofdays after the purchase price has been determined. At such closing, the Company Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or its assigneeaccompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall tender payment for have failed to obtain the Unvested release of any pledge or other encumbrance on any Purchasable Shares and by the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablescheduled closing date, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the Company extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (including but not limited to indebtedness under d) To ensure the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors enforceability of the Company's rights hereunder, exceeds each certificate or instrument representing Shares shall bear a conspicuous legend in substantially the repurchase price, and such assignee exercises following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (e) The Company's rights under this Section 7 shall terminate upon the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value consummation of the shares repurchased and the aggregate repurchase pricean Initial Public Offering.

Purchase Option. (a) A total THIS CERTIFIES THAT, in consideration of 900,000 shares funds duly paid by or on behalf of the Stock [ ]("Purchasable SharesHolder") shall be subject to the right and option ), as registered owner of the Company to repurchase such shares ("this Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease , to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability Selway Capital Acquisition Corporation (the "TerminationCompany"), the Purchase Option shall come into effect. Following a TerminationHolder is entitled, the Company shall have the right, as provided in subparagraph (b) hereof, at any time or from time to purchase time from the Purchaser later of: (i) the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or his personal representativePost-Acquisition Automatic Trust Liquidation, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof or ("Option Price"ii) that portion of the Purchasable Shares which remains unvested as of the date of the Termination one year from ________________ [DATE THAT IS ONE YEAR FROM THE DATE OF THE PROSPECTUS] (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith at or before 5:00p.m., Eastern Time, ending on the earlier of (1/60i) ___________________ [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE PROSPECTUS], or (ii) the date in which this purchase warrant is redeemed, in accordance with the terms hereof (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 Units of the Stock shall vest at Company, as described in the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant Prospectus of the Company until 60 months after dated the Vesting Commencement Date, when all of date hereof (the Stock purchased hereunder shall be vested. (b"Units") Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as subject to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail adjustment as provided in Section 9(c) 6 hereof. At If the Expiration Date is a day on which banking institutions are authorized by law to close in New York City, then this Purchase Option may be exercised on the next succeeding day which is not such closinga day in accordance with the terms herein. During the period ending on the Expiration Date, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceledagrees not to take any action that would terminate this Purchase Option. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the This Purchase Option is assigned by initially exercisable at $12.50 per Unit; provided, however, that upon the Company and the fair market value occurrence of any of the sharesevents specified in Section 6 hereof, as determined the rights granted by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the this Purchase Option, then including the assignee shall pay to the Company the difference between the fair market value of the shares repurchased exercise price per Unit and the aggregate repurchase number of Units to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the context.

Purchase Option. THIS PURCHASE OPTION CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Aegis Capital Corp. (a) A total “Holder”, or “Aegis”), as registered owner of 900,000 this Purchase Option, to Rosetta Genomics Ltd. (the “Company”), Holder is entitled, at any time or from time to time from [____________], 2013 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________], 2017 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____________] ordinary shares of the Stock Company, par value NIS 0.6 per share ("Purchasable the “Shares") shall be ”), subject to adjustment as provided in Section 5 hereof. If the right and option of the Company Expiration Date is a day on which banking institutions are authorized by law to repurchase such shares ("Purchase Option") as set forth in close, then this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effectmay be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Following a TerminationDuring the period ending on the Expiration Date, the Company shall have the right, as provided in subparagraph (b) hereof, agrees not to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") take any action that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of would terminate the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the This Purchase Option is assigned by initially exercisable at $[____________] per Share; provided, however, that upon the Company and the fair market value occurrence of any of the sharesevents specified in Section 5 hereof, as determined the rights granted by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the this Purchase Option, then including the assignee shall pay to the Company the difference between the fair market value of the shares repurchased exercise price per Share and the aggregate repurchase number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. For the avoidance of doubt, the Expiration Date, in which this Purchase Option shall expire, is no more than 5 years from the [____________], 2012.

Purchase Option. (a) A total Upon receipt of 900,000 shares a notice and offer from the Shareholder pursuant to Subparagraph 1(a), ▇▇▇▇▇▇▇ may elect to purchase all, but not less than all, of the Stock Offered Shares by giving written notice of such election to the Shareholder within one ("Purchasable Shares"1) business day from receipt of such notice. In the case of an offer and notice pursuant to Subparagraph 1(a)(i), the purchase price shall be subject due and payable no later than three (3) business days following notice of acceptance of the offer, upon tender of certificates evidencing the Shares duly endorsed for transfer. In the case of an offer and notice pursuant to Subparagraph 1(a)(ii) above, payment of the purchase price shall be in accordance with the bona fide offer. (b) If ▇▇▇▇▇▇▇ shall fail to accept the offer pursuant to Paragraph 1 above within the time period set forth above as to all Offered Shares, the Shareholder may, within sixty (60) days thereafter, sell all of such Offered Shares on the open market (if notice was given under Subparagraph 1(a)(i)) or pursuant to the right original bona fide offer transmitted to ▇▇▇▇▇▇▇ and option of on the Company to repurchase such shares ("Purchase Option") as terms and conditions set forth in the notice to ▇▇▇▇▇▇▇ of such bona fide offer (where notice was given under Subparagraph 1(a)(ii)), free and clear of this paragraph 3Agreement. In the event Purchaser shall cease to serve as an employee, officer, consultant or member If such sale of the Board of Directors of Offered Shares on the Company for any reason, open market or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, pursuant to purchase from the Purchaser or his personal representativesaid bona fide offer, as the case may be, at is not consummated within said sixty (60) day period, such sale shall not be permitted and the Offered Shares once again shall be subject to all of the restrictions of this Agreement. (c) If nonfungible property such as securities or real estate constitutes a portion of the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion due and payable pursuant to the bona fide offer and such bona fide offer depends on the unique situation of the Purchasable Shares bona fide offeree, or otherwise cannot be precisely duplicated by anyone other than the bona fide offeree, purchases by ▇▇▇▇▇▇▇ pursuant to an offer under Subparagraph 1(a)(ii) shall be made for a consideration and upon terms and conditions which remains unvested as constitute the reasonable economic equivalent of the date purchase price and terms of the Termination (bona fide offer, as mutually determined by the "Unvested Shares"parties. For purposes of this Subparagraph 2(c). Subject to continued employment by, consultancy with, or other service to ▇▇▇▇▇▇▇'▇ promissory note shall be considered the Company, twenty (20%) reasonable economic equivalent of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) promissory note of the Stock shall vest at bona fide offeree notwithstanding any differences in the end financial condition of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested▇▇▇▇▇▇▇ and such bona fide offeree. (d) If ▇▇▇▇▇▇▇ fails to pay the purchase price when due, the Shareholder may elect to (a) rescind the sale, in which case the Shares can be held or sold, free and clear of this Agreement; or (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided declare ▇▇▇▇▇▇▇ in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase pricedefault, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased pursue ▇▇▇▇▇▇▇ by any and the aggregate repurchase priceall legal measures and exercise any remedy available under applicable law.

Purchase Option. Provided that the Lessee shall not have given notice of its intention to exercise the Remarketing Option, the Lessee shall have the option (aexercisable by giving the Lessor irrevocable written notice (the "Purchase Notice") A total of 900,000 shares of the Stock ("Purchasable Shares"Lessee's election to exercise such option) shall be subject to purchase the Property on the date specified in such Purchase Notice at a price equal to the right and Lease Balance theretofore accruing (the "Purchase Option Price"). The Lessee may deliver the Purchase Notice to the Lessor not less than three hundred sixty (360) days prior to such purchase. If the Lessee exercises or is deemed to have exercised its option of to purchase the Company Property pursuant to repurchase such shares this Section 22.1 (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option Lessor shall come into effect. Following a Termination, transfer to the Company shall have Lessee or its designee all of the Lessor's right, as provided title and interest in subparagraph (b) hereof, and to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested Property as of the date of specified in the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise Purchase Notice upon receipt of the Purchase OptionOption Price in accordance with Section 25.1(a). If The Lessee may designate, in a notice given to the Company Lessor not less than three (or its assignee3) elects Business Days prior to purchase the Unvested Shares hereunder, it shall set a date for the closing of such purchase (time being of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closingessence), the Company (transferee or its assignee) shall tender payment for transferees to whom the Unvested Shares and the certificates representing the Unvested Shares so purchased conveyance shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser made (if other than to the Company Lessee), in which case such conveyance shall (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay subject to the Company terms and conditions set forth herein) be made to such designee; provided, however, that such designation of a transferee or transferees shall not cause the difference between Lessee to be released, fully or partially, from any of its obligations under this Lease, including, without limitation, the fair market value of obligation to pay the shares repurchased and Lessor the aggregate repurchase price.Lease Balance on such Expiration Date. 42 ARTICLE XXIII RENEWAL OPTIONS

Purchase Option. THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of Maxim Group LLC (a) A total collectively, with its successors and permitted assigns and/or transferees, the “Holder”), as registered owner of 900,000 shares this Purchase Option, to Seanergy Maritime Corp. (the “Company”), Holder is entitled, at any time or from time to time after the closing of the Stock Offering ("Purchasable Shares"as defined below) shall be subject to and during the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability period commencing (the "Termination")“Commencement Date”) on the later of: (i) the consummation of a Business Combination and (ii) March 24, 2008, and expiring (the Purchase Option shall come into effect. Following a Termination“Expiration Date”) at or before 5:00 p.m., the Company shall have the rightNew York City local time, as provided in subparagraph (b) hereofSeptember 24, 2012, but not thereafter, to subscribe for, purchase from the Purchaser and receive, in whole or his personal representativein part, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof up to One Million ("Option Price"1,000,000) that portion of the Purchasable Shares which remains unvested as of the date of the Termination units (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to “Units”) of the Company, twenty (20%) each Unit consisting of one share of common stock of the Stock shall vest 12 months after October 20Company, 1998 par value $.0001 per share (the "Vesting Commencement Date"“Common Stock”), and one sixtith warrant (1/60the “Warrant”) to purchase one share of Common Stock expiring five years from the effective date (the “Effective Date”) of the Stock shall vest at registration statement (the end of each month thereafter“Registration Statement”) pursuant to which Units are offered for sale to the public (the “Offering”). Provided that Each Warrant is on the Purchaser continues same terms and conditions as the warrants underlying the Units being registered for sale to be an employee, officer, Director or consultant the public by way of the Company until 60 months after Registration Statement. If the Vesting Commencement Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option shall expire on the next succeeding day that is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as agrees not to whether it wishes to purchase the Unvested Shares pursuant to exercise of take any action that would terminate the Purchase Option. If This Purchase Option is initially exercisable at $12.50 per Unit (the Company (or its assignee) elects “Exercise Price”). The number of Units purchasable hereunder and the Exercise Price are subject to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail adjustment as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the this Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.

Purchase Option. (a) A total of 900,000 37,500 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, employee or consultant of the Company or as a member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, by or consultancy with, or other service to with the Company, twenty percent (20%) of the Stock shall vest 12 months after October 20May 15, 1998 1995 (the "Vesting Commencement Date"), and one sixtith sixtieth (1/60) of the Stock shall vest at the end of each month thereafter. Provided Five years after the Vesting Commencement Date, all of the Stock purchased hereunder shall be vested, provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vestedCompany. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.

Purchase Option. (a) A total If (i) Employee's employment with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of 900,000 shares of Control occurs, the Stock ("Purchasable Shares"Company and/or its designee(s) shall be subject to have the right and option of (the Company to repurchase such shares ("Purchase Option") as set forth to purchase, and if the Purchase Option is exercised, Employee (or Employee's executor or the administrator of Employee's estate or the Person who acquired the right to exercise an Option by bequest or inheritance in this paragraph 3. In the event Purchaser of Employee's death, or Employee's legal representative in the event of Employee's incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall cease sell to serve the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option or Options held by the Grantor (such Option Shares and Option or Options collectively being referred to as an employee, officer, consultant the "Purchasable Shares"). (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of Employee's employment or member engagement or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Company for any reason, or Fair Market Value per share of such Purchasable Shares. If no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (notice is given within the "Termination")time limit specified above, the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph terminate. (bc) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the The purchase price per share originally to be paid as set forth in paragraph 1 hereof ("Option Price") that portion of for the Purchasable Shares which remains unvested purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) notice of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option times the number of shares being purchased, in the case of the First Option, the Fair Market Value per share less the applicable per share First Option Exercise Price, times the number of Exercisable Shares subject to such First Option which are being purchased, and in the case of the Second Option, the Fair Market Value per share less the applicable per share Second Option Exercise Price, times the number of Exercisable Shares subject to such Second Option which are being purchased. If the Company (or its assignee) elects to The purchase the Unvested Shares hereunder, it price shall set a date for the be paid in cash. The closing of such purchase shall take place at the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(cprincipal executive offices within ten (10) hereofdays after the purchase price has been determined. At such closing, the Company Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or its assigneeaccompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall tender payment for have failed to obtain the Unvested release of any pledge or other encumbrance on any Purchasable Shares and by the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablescheduled closing date, at the option of the Company by cancellation purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or any outstanding indebtedness of Purchaser to encumbered. (d) To assure the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors enforceability of the Company's rights under this Section 11, exceeds each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.following form:

Purchase Option. (a) A total of 900,000 shares of the Stock ("Purchasable Shares") a. The Shares shall be subject to the right and option of (the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3Section 2. In the event Purchaser that Grantor shall cease to serve be engaged, either as a consultant or as an employee, officer, consultant by the Company (including a parent or member subsidiary of the Board Company) under the circumstances set forth in Section 2(b) of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability this Agreement (the "TerminationSection 2(b) Event"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph at any time within 90 days after the date Grantor ceases to be so engaged (b) hereofthe "Option Period"), to exercise the Purchase Option, which consists of the right to purchase from the Purchaser or his personal representative, as the case may be, Grantor at the a purchase price of $.10 per share originally paid (as set forth in paragraph 1 hereof adjusted pursuant to Section 4 below) (the "Option Price"), up to but not exceeding the number of Shares specified in Section 2(b) that portion below, upon the terms hereinafter set forth. b. If any of the Purchasable Shares following items (i) or (ii) occurs: i. Grantor repudiates or renounces that certain Employment Agreement between the Company and Grantor (the "Employment Agreement") or voluntarily ceases his engagement with the Company (other than by reason of death or disability) prior to the date ii. Grantor's engagement by the Company under the Employment Agreement is terminated by the Company at any time prior to the date which remains unvested as of is 12 months following the date of the successful completion of the IPO, with "Cause," (as defined below); prior to the occurrence of any Termination Event (as defined in Section 9), then the "Unvested Company may exercise the Purchase Option at the Option Price as to the number of Shares determined as follows: (A) Prior to the IPO, the Company may exercise the Purchase Option as to all of the Shares"). Subject ; (B) Following the IPO, the Company may exercise the Purchase Option as to continued employment by, consultancy with, or other service a number of Shares equal to the total number of Shares less an aggregate number of Shares equal to the product (rounded down to the nearest whole Share) of (i) 1/12 times (ii) the aggregate number of full calendar months following the IPO that Grantor has been engaged as an employee to the Company, twenty times (20%iii) the total number of the Stock shall vest 12 months after October 20, 1998 Shares (the "Vesting Commencement Date"_______), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.

Purchase Option. (a) A total If (i) your employment with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of 900,000 shares of Control occurs, the Stock ("Purchasable Shares"Company and/or its designee(s) shall be subject to have the right and option of (the Company to repurchase such shares ("Purchase Option") as set forth to purchase, and if the Purchase Option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in this paragraph 3. In the event Purchaser of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall cease sell to serve the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as an employee, officer, consultant the "Purchasable Shares"). (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your employment or member engagement or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Company for any reason, or Fair Market Value per share of such Purchasable Shares. If no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (notice is given within the "Termination")time limit specified above, the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph terminate. (bc) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the The purchase price per share originally to be paid as set forth in paragraph 1 hereof ("Option Price") that portion of for the Purchasable Shares which remains unvested purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) notice of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share less the applicable per share Exercise Price, times the number of Exercisable Shares subject to such Option which are being purchased. If the Company (or its assignee) elects to The purchase the Unvested Shares hereunder, it price shall set a date for the be paid in cash. The closing of such purchase shall take place at the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(cprincipal executive offices within ten (10) hereofdays after the purchase price has been determined. At such closing, the Company Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or its assigneeaccompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall tender payment for have failed to obtain the Unvested release of any pledge or other encumbrance on any Purchasable Shares and by the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablescheduled closing date, at the option of the Company by cancellation purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or any outstanding indebtedness of Purchaser to encumbered. (d) To assure the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors enforceability of the Company's rights under this Section 7, exceeds each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.following form:

Purchase Option. (a) A total of 900,000 1,000,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued employment byservice as an employee, consultancy withofficer, consultant or other service to member of the Board of Directors of the Company, twenty (20%) 9/48 of the Stock shares shall vest 12 months after October 20on April 10, 1998 2001 (the "Vesting Commencement Date"), and one sixtith forty-eighth (1/601/48) of the Stock shall vest at the end of each month monthly thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the sharesStock, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares Stock repurchased and the aggregate repurchase price. (c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock

Purchase Option. (a) A total of 900,000 shares All of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company Corporation to repurchase such shares the Stock ("the “Purchase Option"”) as set forth in this paragraph Section 3. In the event Purchaser shall cease to serve as an employee, officer, consultant be employed by the Corporation (including a parent or member subsidiary of the Board of Directors of the Company Corporation) for any reason, or no reason, with or without cause, including involuntary termination, reason other than death or temporary or permanent disability Disability (the "“Termination"”), the Purchase Option shall come into effect. Following a TerminationTermination for any reason other than death or Disability, the Company Corporation shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his or her personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph Section 1 hereof ("the “Option Price") that ”), a portion of the Purchasable Shares which remains unvested Stock computed as of the date of follows: If the Termination (the "Unvested Shares"). Occurs: Percentage of Stock Subject to continued employment byPurchase Option Prior to January 1, consultancy with20[ ] 100.00 Between January 1, or other service to the Company20[ ] and January 1, twenty (20%) of the Stock shall vest 12 months after October [ ] 75.00 Between January 1, 20[ ] and January 1, 1998 (the "Vesting Commencement Date")20[ ] 50.00 Between January 1, 20[ ] and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employeeJanuary 1, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested.20[ ] 25.00 (b) Within 90 days following a TerminationTermination for any reason other than death or Disability, the Company Corporation shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c10(c), as to whether it wishes to purchase the Unvested Shares Stock pursuant to exercise of the Purchase Option. If the Company Corporation (or its assignee) elects to purchase the Unvested Shares Stock hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company Corporation, or, at Companythe Corporation's option, such closing may be consummated by mail as provided in Section 9(c10(c) hereof. At such closing, the Company Corporation (or its assignee) shall tender payment for the Unvested Shares Stock and the certificates representing the Unvested Shares shares of Stock so purchased shall be canceledreturned to the status of authorized but unissued shares. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or payable in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.

Purchase Option. (a) A total If the Executive's Employment Period is terminated (i) by the Executive other than for (x) Good Reason, (y) his death or (z) his permanent disability (as defined in the Company's Board-approved disability policy, as in effect from time to time) or (ii) by the Company for Cause, the Company and/or its designee(s) will have the option (the "Option") to purchase, and if the Option is exercised the Executive shall sell to the Company and/or its designee(s), all or any portion (at the Company's option) of 900,000 the shares of the Common Stock and/or Nonvoting Common Stock and/or options to acquire Common Stock and/or Nonvoting Common Stock ("Stock Options"), if any, held by the Executive; provided, that if such termination is for Cause of the type described in clause (iv) of Paragraph 1(d), the Option shall pertain only to the Executive's Stock Options plus any shares of Common Stock and/or Nonvoting Common Stock acquired by the Executive after such termination pursuant to the exercise of Stock Options. Any and all shares of Common Stock, Nonvoting Common Stock and Stock Options purchasable pursuant to this Paragraph 7 are collectively referred to herein as the "Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the The Company shall notify Purchaser by written give notice delivered or mailed as provided in subparagraph 9(c), as writing to whether it wishes to purchase the Unvested Shares pursuant to Executive of the exercise of the Purchase Option. If Option within one year from the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by termination of the Company or, at CompanyExecutive's option, such closing may employment. Such notice shall state the number of Purchasable Shares to be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares purchased and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option determination of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors the Market Value Per Share of such Purchasable Shares. If no notice is given within the time limit specified above, the Option shall terminate. (c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Option shall be, in the case of any Common Stock or Nonvoting Common Stock, the Market Value Per Share times the number of shares being purchased, and in the case of any Stock Option, the Market Value Per Share times the number of vested shares subject to such Stock Option less the applicable per share option exercise price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.'s principal executive offices within 10

Purchase Option. (a) A total of 900,000 800,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued employment byservice as an employee, consultancy withofficer, consultant or other service to member of the Board of Directors of the Company, twenty one forty-eighth (20%1/48) of the Stock Shares shall vest 12 months after on the first day of each month following October 201, 1998 1999 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price. (c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Acquiror, the Purchase Option shall lapse with respect to all of the Stock; (iii) If Purchaser's services as an employee, officer, consultant or member of the Board of Directors of the Company is terminated by the Acquiror during the first year of such service following the Acquisition, the portion of the Stock which would have vested absent such termination during the period through the second anniversary of the Acquisition shall vest immediately upon such termination; or (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. (a) A total of 900,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease that the Participant ceases to serve as an employee, officer, consultant or member of the Board of Directors of be employed by the Company for any reason, reason or no reason, with or without cause, including involuntary terminationprior to May 30, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination2010, the Company shall have the right, as provided in subparagraph right and option (bthe “Purchase Option”) hereof, to purchase from the Purchaser or his personal representativeParticipant, as the case may be, at the purchase price for a sum of $0.01 per share originally paid as set forth in paragraph 1 hereof ("the “Option Price"”) that portion and in the manner described below, some or all of the Purchasable Shares which remains unvested that are Unvested Shares (as described in Section 3) as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) termination of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vestedemployment. (b) Within 90 days following a TerminationFor purposes of this Agreement, employment with the Company shall notify Purchaser include employment with a parent or subsidiary of the Company. (c) In the event that the Participant’s employment with the Company is terminated by reason of death or Disability (as defined in the Employment Agreement to be entered into between the Company and the Participant (the “Employment Agreement”)), the number of the Shares for which the Purchase Option becomes exercisable shall be fifty percent (50%) of the number of Unvested Shares for which the Purchase Option would otherwise be exercisable on the date of termination. (d) The Company may exercise the Purchase Option by delivering or mailing to the Participant (or his estate), within 90 days after the termination of the employment of the Participant with the Company, a written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 90-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 90-day period. (e) Within 10 days after delivery to the Participant of the Company’s notice of the exercise of the Purchase Option pursuant to subsection (d) above, the Participant (or his estate) shall tender to the Company (at its principal offices the certificate or its assignee) elects certificates representing the Shares which the Company has elected to purchase in accordance with the terms of this Agreement (if certificates for such Unvested Shares hereunderhave been issued to the Participant), it shall set a date duly endorsed in blank or with duly endorsed stock powers attached thereto, all in form suitable for the closing transfer of such Shares to the Company. Promptly following its receipt of such certificate or certificates, or concurrently with delivery of the transaction at a place and time specified by notice of exercise of the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closingPurchase Option if certificates for Unvested Shares have not been issued to the Participant, the Company shall pay to the Participant the aggregate Option Price for such Shares (provided that any delay in making such payment shall not invalidate the Company’s exercise of the Purchase Option with respect to such Shares, but the Company shall not become the owner of any Shares until the Option Price for such Shares is paid). (f) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (e) above, the Company shall not pay any dividend to the Participant on account of such Shares or its assigneepermit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (g) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall may be payable, at the option of the Company by Company, in cancellation of all or a portion of any outstanding indebtedness of Purchaser the Participant to the Company (including but not limited to indebtedness under the Note) or in cash or (by check. If the Purchase Option is assigned by the ) or both. (h) The Company and the fair market value shall not purchase any fraction of the shares, as determined by the Board a Share upon exercise of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall pay be rounded to the nearest whole Share (with any one-half Share being rounded upward). (i) The Company the difference between the fair market value of the shares repurchased and the aggregate repurchase pricemay assign its Purchase Option to one or more persons or entities.

Purchase Option. (a) A total of 900,000 shares of the The Stock ("Purchasable Shares") shall be subject to the right and following --------------- option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. ): a. In the event the Purchaser ceases to be continuously employed by the Company, or a parent or subsidiary of the Company, for any reason, with or without cause, the Company may exercise the Purchase Option. For the purpose of this Section 4, Purchaser's "continuous employment" shall cease when Purchaser ceases to serve be actively employed by the Company or a parent or subsidiary of the Company as an employee, officer, consultant or member determined by and in the sole discretion of the Board of Directors of the Company. A leave of absence (regardless of the reason therefor) shall constitute the cessation of Purchaser's active employment unless such leave is authorized by the Company in writing and Purchaser returns to work within the time specified in such authorization or in any amendment thereto. The date when continuous employment ceases is hereinafter referred to as the Termination Date. The Company shall have the right at any time within sixty (60) days after the later of the Termination Date or the date any approved leave terminates (if employee fails to return within the time specified) to purchase from the Purchaser at the price per share paid by Purchaser pursuant to this Agreement ("Option Price"), (i) at any time prior to the date Purchaser has completed 12 months of employment after June 6, 1993 (the "Commencement Date"), all the Stock, and (ii) thereafter, up to but not exceeding a percentage of the Stock equal to 100%, less 1.67% for each completed month of employment with the Company between the Commencement Date and the Termination Date, inclusive of both such dates. In addition to (i) and (ii) above, in the event of Purchaser's death or physical disability, the Company's Purchase Option shall terminate with respect to 10% of the Stock. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser's employment, for any reason, or no reason, with or without cause. b. The Purchase Option, including involuntary terminationif exercised by the Company, death shall be exercised by written notice signed by an officer of the Company and delivered or temporary mailed as provided in subsection 9(b), which notice shall specify the time, place and date for settlement of such purchase. The Company may pay for the shares of Stock it has elected to repurchase (i) by delivery to Purchaser or permanent disability his or her executor of a check in the amount of the repurchase price for the Stock being repurchased, (ii) by cancellation by the "Termination"Company of an amount of Purchaser's indebtedness to the Company or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such repurchase price. If exercised by the assignees pursuant to subsection 4(c), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser exercised by written notice signed by the exercising assignees and delivered or mailed as provided in subparagraph 9(csubsection 9(b), as which notice shall specify the time, place and date for settlement for such purchase. Such assignees shall pay for the shares of Stock they have elected to whether it wishes repurchase by delivery to purchase Purchaser or his executor of a check in the Unvested Shares amount of the repurchase price. c. In the event the Company for any reason elects not to exercise the Purchase Option pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closingsubsection 4(b), the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablemay assign it, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If provided that the Purchase Option is assigned by shall not extend beyond the 60 days described in subsection 4(a). In the event that the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises assignees do not elect to exercise the Purchase Option, then the assignee shall pay Option as to the Company the difference between the fair market value all of the shares repurchased of Stock subject to it, the Purchase Option shall expire as to all shares which the Company and the aggregate repurchase pricesuch assignees have not elected to purchase.

Purchase Option. (a) A total Provided that Lessee shall not have given notice of 900,000 shares its intention to exercise the Remarketing Option with respect to any Equipment Pool or Site which it desires to purchase, and without limitation of the Stock ("Purchasable Shares") shall be Lessee's purchase obligation pursuant to Sections 20.2 or 20.3 and subject to the right and limitations herein, Lessee shall at any time have the option of exercisable by giving Lessor irrevocable written notice (the Company to repurchase such shares ("Purchase OptionNotice") as of Lessee's election to exercise such option to purchase one or more (including all) Sites or Equipment Groups (or, subject to the limitations set forth in this paragraph 3. In clause (b) below, with respect to a Site, a portion thereof) on the event Purchaser shall cease date specified in such Purchase Notice at a price equal to serve as an employeethe Property Balance (or, officerin the case of a purchase of a portion of a Site pursuant to clause (b) below, consultant or member the purchase price paid by a third party for the portion of the Board Site as provided for in Subsection 20.1(b)(ix) below) with respect to such Site or Equipment Group (or, in the case of Directors of all Leased Property, the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability Lease Balance) (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") plus all other amounts then due and payable in respect of Rent for such Leased Property (including Supplemental Rent) theretofore accruing; provided, however, that Lessee shall only be permitted to purchase an Equipment Group (unless Lessee purchases the entire related Equipment Pool) if, after taking into account such purchase, the aggregate Property Balance of the Units of Equipment then remaining subject to this Lease equals or exceeds the Required Percentage Amount. (b) In addition to Lessee's option to purchase one or more Sites as provided above, Lessee shall also have the option to purchase a portion of a Site upon satisfaction of the Purchasable Shares which remains unvested following conditions: (i) Lessee shall deliver to Lessor, Agent and Participants an Appraisal setting forth the Fair Market Value (as separate and independent pieces of property) of the portion being purchased by Lessee as of the date of purchase and the Termination remaining portion as of the applicable Site Expiration Date, (ii) the "Unvested Shares"). Subject purchase price for such portion of a Site shall be equal to continued employment byor greater than the Fair Market Value of such portion determined in such Appraisal, consultancy with, or other service to (iii) the Company, twenty sum of the purchase price of the portion being purchased by Lessee and the Fair Market Value as determined in such Appraisal of the remaining portion shall not be less than seventy-five percent (2075%) of the Stock shall vest 12 months after October 20Site Balance for such Site, 1998 (iv) the "Vesting Commencement Date"), and one sixtith (1/60) portion of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock Site being purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares Lessee and the certificates representing remaining portion shall each constitute a legal parcel under applicable subdivision laws, (v) the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.remaining portion of

Purchase Option. (a) A total of 900,000 shares a. All of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company Armanino to repurchase such shares t▇▇ ▇▇▇▇▇ (the "Purchase Option") (as set forth in this paragraph Section 3. In ) in the event Purchaser shall cease (i) Employee terminates the Agreement prior to serve as an employeethe expiration of its term or (ii) the Agreement is terminated by Armanino for just cause ▇▇▇▇▇ ▇▇ the expiration of its term (collectively, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the a "Termination"), the . The Purchase Option shall come into effect. Following effect immediately upon a Termination, the Company shall have the right, Termination as provided in subparagraph follows: (b1) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the If a Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service giving rise to the Companyright to exercise the Purchase Option occurs on or prior to March 1, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 1997 (the "Vesting Commencement Date"), and one sixtith (1/60) the Purchase Option shall apply to 100% of the Stock shall vest at Stock. i. If a Termination giving rise to the end of each month thereafter. Provided that right to exercise the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months Purchase Option occurs after the Vesting Commencement Date, when all the Purchase Option shall apply to that portion of the Stock purchased hereunder which is a fraction of 100% of the Stock, the numerator of which shall be vesteda number equal to 36 minus the total number of full calendar months elapsed from September 1, 1996 to the date of Termination, and the denominator of which shall be 36. b. The Purchase Option shall be exercisable at the Issue Price (b) the "Option Price"). c. Within 90 days following a Termination, the Company Armanino shall notify Purchaser by Em▇▇▇▇▇▇ ▇y written notice delivered or mailed as provided in subparagraph 9(c)8.c, as to whether it wishes to purchase the Unvested Shares Stock pursuant to exercise of the Purchase Option. If the Company Armanino (or its assigneeassigne▇) elects ▇▇▇▇▇s to purchase the Unvested Shares Stock hereunder, it shall set a date for the closing of the transaction at a place and time specified by Armanino, which date sha▇▇ ▇▇▇ ▇e more than 30 days after the Company or, at Company's option, date of such closing may be consummated by mail as provided in Section 9(c) hereofnotice. At such closing, the Company Armanino (or its assigneeassigne▇) shall ▇▇▇▇▇ tender payment for the Unvested Shares Stock and Employee shall duly endorse to Armanino (or its assigne▇) ▇▇▇ ▇ertificate or certificates representing the Stock, and the certificates representing the Unvested Shares Stock so purchased shall be canceled. The Option Price shall be payablecancelled. d. Notwithstanding the above, at the option upon "change in control" of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If Corporation, as defined below, the Purchase Option shall immediately terminate. For purposes of this Agreement, a "change in control" shall mean (i) consolidation or merger of Corporation in which Corporation is assigned by not the Company and surviving entity or in which there is a change in the fair market value ownership of more than fifty percent (50%) of the sharesoutstanding capital stock of Corporation in one transaction or a series of related transactions, as determined by (ii) the Board sale of Directors substantially all of the Companyassets of Corporation, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value or (iii) a change in more than fifty percent (50%) of the shares repurchased and directors of Corporation which occurs as a result of a contested election for the aggregate repurchase priceboard of directors.

Purchase Option. (a) A total of 900,000 _________ shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued employment byservice as an employee, consultancy withofficer, consultant or other service to member of the Board of Directors of the Company, twenty one forty-eighth (20%1/48) of the Stock Shares shall vest 12 months after October 20on the first day of each month following _____ __, 1998 _____ (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price. (c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If Purchaser's position is eliminated and/or Purchaser is not (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of ____________________ or their designees (a) A total each, a “Holder”), as registered owner of 900,000 shares of the Stock this Purchase Option ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("“Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease ”), to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability SMG Indium Resources Ltd. (the "Termination"“Company”), the Purchase Option shall come into effect. Following a TerminationHolder is entitled, the Company shall have the rightat any time or from time to time after ________, as provided in subparagraph 2009 (b) hereof“Commencement Date”), and at or before 5:00 p.m., New York City local time, ___________, 2013 (“Expiration Date”), but not thereafter, to subscribe for, purchase from the Purchaser and receive, in whole or his personal representativein part, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof up to ______________ ("Option Price"___) that portion units (“Units”) of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) each Unit consisting of one share of common stock of the Stock shall vest 12 months after October 20Company, 1998 par value $.001 per share (the "Vesting Commencement Date"“Common Stock”), and one sixtith warrant (1/60“Warrant”) expiring four years from the effective date (“Effective Date”) of the Stock shall vest at registration statement (“Registration Statement”) pursuant to which Units are offered for sale to the end public (the “Offering”). Each Warrant is on the same terms and conditions as the warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”), except that the exercise price of each month thereafterWarrant is $6.60 per share (such exercise price, as it may be adjusted hereunder, the “Underwriter’s Warrant Price”). Provided that If the Purchaser continues Expiration Date is a day on which banking institutions are authorized by law to close in New York City, then this Purchase Option may be an employee, officer, Director or consultant of exercised on the Company until 60 months after next succeeding day which is not such a day in accordance with the Vesting Commencement terms herein. During the period ending on the Expiration Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as agrees not to whether it wishes to purchase the Unvested Shares pursuant to exercise of take any action that would terminate the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the This Purchase Option is assigned by initially exercisable at $5.50 per Unit so purchased; provided, however, that upon the Company and the fair market value occurrence of any of the sharesevents specified in Section 6 hereof, as determined the rights granted by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the this Purchase Option, then including the assignee shall pay to the Company the difference between the fair market value of the shares repurchased exercise price per Unit and the aggregate repurchase price.number of Units (and shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “

Purchase Option. (a) A total of 900,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease that the Employee ceases to serve as an employee, officer, consultant or member of the Board of Directors of be employed by the Company for any reason, reason or no reason, with or without cause, including involuntary terminationprior to , [final vesting date under option agreement], the Company shall have the right and option (the “Purchase Option”) to purchase from the Employee, for a sum equal to the Option Price per share, any shares then subject to the Purchase Option. All of the Shares shall be subject to the Purchase Option prior to , [first anniversary of vesting commencement date]. On , [first anniversary of vesting commencement date], one-fourth (1/4) of such Shares will no longer be subject to the Purchase Option and at the end of each full month thereafter, one forty-eighth (1/48) of such Shares shall no longer be subject to the Purchase Option until such time as all of such Shares are no longer subject to the Purchase Option. (b) In the event that the Participant’s employment with the Company is terminated by reason of death or temporary or permanent and total disability (within the "Termination"meaning of Section 22(e)(3) of the Internal Revenue code of 1986, as amended), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, lapse as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vestedUnvested Shares for which the Purchase Option would have otherwise become exercisable. (bc) Within 90 days following Upon the occurrence of a TerminationChange of Control Event (as hereinafter defined), the Company Purchase Option shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), immediately lapse as to whether it wishes one-half of all remaining Unvested Shares, thereby rendering such Shares Vested Shares. Thereafter, the Purchase Option shall continue to purchase lapse as to the remaining one-half of the Unvested Shares pursuant to exercise of in accordance with the Purchase Option. If the Company original schedule set forth above in subsection (or its assignee) elects to purchase the Unvested Shares hereundera), it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If with the Purchase Option is assigned by the Company and the fair market value lapsing as to one-half of the sharesnumber of Unvested Shares that it would otherwise have lapsed with regard to on each subsequent lapsing date. For purposes of this subsection (c), as determined by the Board a “Change of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee Control Event” shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.mean:

Purchase Option. (a) A total of 900,000 2,000,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued employment byservice as an employee, consultancy withofficer, consultant or other service to member of the Board of Directors of the Company, twenty (20%) 500,000 of the Stock Shares shall vest 12 months after October 20one year from November 22, 1998 1999 (the "Vesting Commencement Date"), and then one sixtith forty-eighth (1/601/48) of the Stock shall vest at the end of each month monthly thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price. (c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. (a) A total of 900,000 ____ shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employeea consultant to the Company, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). ____ shares of the Stock have a Vesting Date of ____ __, ____. Subject to continued employment by, consultancy with, or other service to with the Company, twenty one twenty-fifth (20%1/25) of the remaining Stock shall vest 12 months on the fifteenth of each month after October 20____ __, 1998 ____ (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.

Purchase Option. The Option Holder's Shares and Options are subject to repurchase as provided below in subsections (ai) A total through (vii) below: (i) If the Option Holder's active service with the Company or a Subsidiary is terminated by the Option Holder other than for Good Reason (such termination of 900,000 shares of active service shall be treated as occurring on the Stock ("Purchasable Shares"Notice Date) or by the Company for Cause, the Company and/or its designee(s) shall be subject to have the right and option of (the Company to repurchase such shares ("Purchase Option") to purchase, and if the Purchase Option is exercised, the Grantor (as set forth in this paragraph 3. In defined below) shall sell to the event Purchaser shall cease to serve as an employeeCompany and/or its assignee(s), officer, consultant all or member any portion (at the Company's option) of the Board of Directors Shares and/or Options held by the Grantor (such Shares and Options collectively being referred to as the "Purchasable Shares"). (ii) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the Date of Termination (as defined in the Employment Agreement) of the Option Holder's service. Such notice shall state the number of Purchasable Shares to be purchased by the Company for any reason, or and the determination of the purchase price of such Purchasable Shares. If no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (notice is given within the "Termination")time limit specified above, the Purchase Option shall come into effect. Following a Termination, the Company shall be deemed to have the right, as provided in subparagraph terminated. (biii) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the The purchase price per share originally to be paid as set forth in paragraph 1 hereof ("Option Price") that portion of for the Purchasable Shares which remains unvested purchased pursuant to the Purchase Option shall be, in the case of any Shares, the Book Value (as defined below) per share as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) notice of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option times the number of Shares being purchased, and in the case of any Option, the Book Value per share (less the applicable per share Option exercise price) times the number of vested Shares (including by acceleration if applicable) subject to such Option which are being purchased by the Company. If the Company (or its assignee) elects to The purchase the Unvested Shares hereunder, it shall set a date price for the Purchasable Shares shall be paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(cprincipal executive offices within ten (10) hereofdays after the purchase price has been determined. At such closing, the Company Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or its assigneeaccompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall tender payment for have failed to obtain the Unvested release of any pledge or other encumbrance on any Purchasable Shares and by the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablescheduled closing date, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the Company extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (including but not limited to indebtedness under iv) To ensure the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors enforceability of the Company's rights hereunder, exceeds each certificate or instrument representing Shares or Options shall bear a conspicuous legend in substantially the repurchase price, and such assignee exercises following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE [ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (v) The Company's rights under this paragraph (m) shall terminate upon the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value consummation of the shares repurchased and the aggregate repurchase pricean Initial Public Offering.

Purchase Option. (a) A total of 900,000 450,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve the Company as an a consultant, employee, officer, consultant or as a member or Chairman of the Board of Directors for at least an average of two (2) days per week until August 1, 1998 and an average of one (1) day per week thereafter (the Company "Minimum Service Requirement") for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment bythe Minimum Service Requirement, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) 9,375 shares of the Stock shall vest at the end of each month thereafterafter August 1, 1997 (the "Vesting Commencement Date"). Provided that the Purchaser continues to be an employee, officer, Director or consultant of meet the Company Minimum Service Requirement until 60 months four (4) years after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price. The provisions of this paragraph 3 shall terminate on the closing date of a sale of assets or merger or other business combination of the Company pursuant to which shareholders of this Company receive securities of a buyer whose shares are publicly traded.

Purchase Option. The Option Holder's Shares and Options are subject to repurchase as provided below in subsections (ai) A total of 900,000 shares of through (vii) below: (i) If the Stock ("Purchasable Shares"Option Holder's active service with the Company or a Subsidiary is terminated by the Option Holder or by the Company for Cause, the Company and/or its designee(s) shall be subject to have the right and option of (the Company to repurchase such shares ("Purchase Option") to purchase, and if the Purchase Option is exercised, the Grantor (as set forth in this paragraph 3. In defined below) shall sell to the event Purchaser shall cease to serve as an employeeCompany and/or its assignee(s), officer, consultant all or member any portion (at the Company's option) of the Board of Directors Shares and/or Options held by the Grantor (such Shares and Options collectively being referred to as the "Purchasable Shares"). (ii) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the date of the Option Holder's Termination of Service. Such notice shall state the number of Purchasable Shares to be purchased by the Company for any reason, or and the determination of the purchase price of such Purchasable Shares. If no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (notice is given within the "Termination")time limit specified above, the Purchase Option shall come into effect. Following a Termination, the Company shall be deemed to have the right, as provided in subparagraph terminated. (biii) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the The purchase price per share originally to be paid as set forth in paragraph 1 hereof ("Option Price") that portion of for the Purchasable Shares which remains unvested purchased pursuant to the Purchase Option shall be, in the case of any Shares, the Book Value (as defined below) per share as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) notice of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option times the number of Shares being purchased, and in the case of any Option, the Book Value per share (less the applicable per share Option exercise price) times the number of vested Shares (including by acceleration if applicable) subject to such Option which are being purchased by the Company. If the Company (or its assignee) elects to The purchase the Unvested Shares hereunder, it shall set a date price for the Purchasable Shares shall be paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(cprincipal executive offices within ten (10) hereofdays after the purchase price has been determined. At such closing, the Company Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or its assigneeaccompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall tender payment for have failed to obtain the Unvested release of any pledge or other encumbrance on any Purchasable Shares and by the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablescheduled closing date, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the Company extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (including but not limited to indebtedness under iv) To ensure the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors enforceability of the Company's rights hereunder, exceeds each certificate or instrument representing Shares or Options shall bear a conspicuous legend in substantially the repurchase price, and such assignee exercises following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE [ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (v) The Company's rights under this paragraph (m) shall terminate upon the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value consummation of the shares repurchased and the aggregate repurchase pricean Initial Public Offering.

Purchase Option. (a) A total Upon receipt of 900,000 shares a notice and offer from an Offeror pursuant to Subparagraph 1(a), ▇▇▇▇▇▇▇ may elect to purchase all, but not less than all, of the Stock Offered Shares by giving written notice of such election to the Offeror within one ("Purchasable Shares"1) business day from receipt of such notice. In the case of an offer and notice pursuant to Subparagraph 1(a)(i), the purchase price shall be subject due and payable no later than three (3) business days following notice of acceptance of the offer, upon tender of certificates evidencing the Shares duly endorsed for transfer. In the case of an offer and notice pursuant to Subparagraph 1(a)(ii) above, payment of the purchase price shall be in accordance with the bona fide offer. (b) If ▇▇▇▇▇▇▇ shall fail to accept the offer pursuant to Paragraph 1 above within the time period set forth above as to all Offered Shares, the Offeror may, within sixty (60) days thereafter, sell all of such Offered Shares on the open market (if notice was given under Subparagraph 1(a)(i)) or pursuant to the right original bona fide offer transmitted to ▇▇▇▇▇▇▇ and option of on the Company to repurchase such shares ("Purchase Option") as terms and conditions set forth in the notice to ▇▇▇▇▇▇▇ of such bona fide offer (where notice was given under Subparagraph 1(a)(ii)), free and clear of this paragraph 3Agreement. In the event Purchaser shall cease to serve as an employee, officer, consultant or member If such sale of the Board of Directors of Offered Shares on the Company for any reason, open market or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, pursuant to purchase from the Purchaser or his personal representativesaid bona fide offer, as the case may be, at is not consummated within said sixty (60) day period, such sale shall not be permitted and the Offered Shares once again shall be subject to all of the restrictions of this Agreement. (c) If nonfungible property such as securities or real estate constitutes a portion of the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion due and payable pursuant to the bona fide offer and such bona fide offer depends on the unique situation of the Purchasable Shares bona fide offeree, or otherwise cannot be precisely duplicated by anyone other than the bona fide offeree, purchases by ▇▇▇▇▇▇▇ pursuant to an offer under Subparagraph 1(a)(ii) shall be made for a consideration and upon terms and conditions which remains unvested as constitute the reasonable economic equivalent of the date purchase price and terms of the Termination (bona fide offer, as mutually determined by the "Unvested Shares"parties. For purposes of this Subparagraph 2(c). Subject to continued employment by, consultancy with, or other service to ▇▇▇▇▇▇▇'▇ promissory note shall be considered the Company, twenty (20%) reasonable economic equivalent of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) promissory note of the Stock shall vest at bona fide offeree notwithstanding any differences in the end financial condition of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested▇▇▇▇▇▇▇ and such bona fide offeree. (bd) Within 90 days following a TerminationIf ▇▇▇▇▇▇▇ fails to pay the purchase price when due, the Company shall notify Purchaser by written notice delivered Shareholder may elect to (i) rescind the sale, in which case the Shares can be held or mailed as provided sold, free and clear of this Agreement; or (ii) declare ▇▇▇▇▇▇▇ in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase pricedefault, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased pursue ▇▇▇▇▇▇▇ by any and the aggregate repurchase priceall legal measures and exercise any remedy available under applicable law.

Purchase Option. (a) A total of 900,000 shares All of the Stock ("Purchasable Shares") Shares subject to this Agreement shall be subject to the Company’s right and option to purchase the Shares (the “Purchase Option”), which Purchase Option shall lapse upon the seventh (7th) anniversary of the Company Grant Date. Until the Purchase Option lapses the Shares shall be referred to repurchase such shares herein as “Unreleased Shares.” ("Purchase Option"b) as set forth in this paragraph 3. In the event Purchaser shall cease If Participant ceases to serve as an employee, officer, consultant or member of the Board of Directors of the Company be a Service Provider for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Terminationspecified below, the Company or its assignee shall have the right, as provided in subparagraph (b) hereof, right and option to purchase from the Purchaser Participant (or his Participant’s personal representative, as the case may be) the Participant’s vested Unreleased Shares as follows: (i) To the extent vested as of the Separation Date, if a Participant ceases to be a Service Provider by reason of a termination of the Participant’s employment by the Company without Cause, by Participant for or without Good Reason, as a result of Participant’s death, at the a purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion equal to the Fair Market Value of the Purchasable such Shares which remains unvested as of the date of such termination; (ii) To the Termination extent vested as of the Separation Date, if a Participant ceases to be a Service Provider by reason of a termination of the Participant’s employment by the Company for Cause, at a purchase price equal to $0.01 per Share as of the date of such termination; and (iii) Notwithstanding the "Unvested Shares"). Subject to continued employment byforegoing, consultancy within the event of Participant’s material breach of the terms of any agreement with the Company that is in effect on or after Participant’s Separation Date, or other service to excluding Section 9 of any Employment Agreement that Participant might have with the Company, twenty (20%) if applicable, at a purchase price equal to $0.01 per Share as of the Stock shall vest 12 months after October 20date of such breach, 1998 (to the "Vesting Commencement Date"), and one sixtith (1/60) extent vested as of the Stock shall vest at the end date of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vestedsuch breach. (bc) Within 90 The Company may exercise its Purchase Option by delivering, personally or by registered mail, to Participant (or his or her transferee or legal representative, as the case may be), within six (6) months of the Separation Date, a notice in writing indicating the Company’s intention to exercise the Purchase Option and setting forth a date for closing not later than thirty (30) days following a Terminationfrom the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the vested Unreleased Shares being transferred shall deliver the stock certificate or certificates evidencing the vested Unreleased Shares, and the Company shall deliver the purchase price therefor. (d) At its option, the Company may elect to make payment for the vested Unreleased Shares to a bank selected by the Company. The Company shall notify Purchaser avail itself of this option by written a notice delivered or mailed as provided in subparagraph 9(c)writing to Participant stating the name and address of the bank, as to whether it wishes to purchase date of closing, and waiving the Unvested Shares pursuant to exercise closing at the Company’s office. (e) Should any provision of the Purchase Option. If the Company (Option be determined by a court of law to be ineffective or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closingunenforceable, the Company (or its assignee) shall tender payment for reserves the Unvested Shares right to delay exercise of such Purchase Option until such time as it becomes effective and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payableenforceable; provided, at the option of however, that in any such event, the Company by cancellation reserves the right to assign its right to purchase Shares hereunder to a Principal Investor (as such term is defined in the Stockholders’ Agreement). (f) For purposes of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.this agreement:

Purchase Option. (a) A total of 900,000 shares All of the Stock ("Purchasable Shares") Shares subject to this Agreement shall be subject to the Company’s right and option to purchase the Shares (the “Purchase Option” ), which Purchase Option shall lapse upon the seventh (7th) anniversary of the Company Grant Date. Until the Purchase Option lapses the Shares shall be referred to repurchase such shares herein as “Unreleased Shares.” ("Purchase Option"b) as set forth in this paragraph 3. In the event Purchaser shall cease If Participant ceases to serve as an employee, officer, consultant or member of the Board of Directors of the Company be a Service Provider for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Terminationspecified below, the Company or its assignee shall have the right, as provided in subparagraph (b) hereof, right and option to purchase from the Purchaser Participant (or his Participant’s personal representative, as the case may be) the Participant’s vested Unreleased Shares as follows: (i) To the extent vested as of the Separation Date, if a Participant ceases to be a Service Provider by reason of a termination of the Participant’s employment by the Company without Cause, by Participant for or without Good Reason, as a result of Participant’s death, at the a purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion equal to the Fair Market Value of the Purchasable such Shares which remains unvested as of the date of such termination; (ii) To the Termination extent vested as of the Separation Date, if a Participant ceases to be a Service Provider by reason of a termination of the Participant’s employment by the Company for Cause, at a purchase price equal to $0.01 per Share as of the date of such termination; and (iii) Notwithstanding the "Unvested Shares"). Subject to continued employment byforegoing, consultancy within the event of Participant’s material breach of the terms of any agreement with the Company that is in effect on or after Participant’s Separation Date, or other service to excluding Section 9 of any Employment Agreement that Participant might have with the Company, twenty (20%) if applicable, at a purchase price equal to $0.01 per Share as of the Stock shall vest 12 months after October 20date of such breach, 1998 (to the "Vesting Commencement Date"), and one sixtith (1/60) extent vested as of the Stock shall vest at the end date of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vestedsuch breach. (bc) Within 90 The Company may exercise its Purchase Option by delivering, personally or by registered mail, to Participant (or his or her transferee or legal representative, as the case may be), within six (6) months of the Separation Date, a notice in writing indicating the Company’s intention to exercise the Purchase Option and setting forth a date for closing not later than thirty (30) days following a Terminationfrom the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the vested Unreleased Shares being transferred shall deliver the stock certificate or certificates evidencing the vested Unreleased Shares, and the Company shall deliver the purchase price therefor. (d) At its option, the Company may elect to make payment for the vested Unreleased Shares to a bank selected by the Company. The Company shall notify Purchaser avail itself of this option by written a notice delivered or mailed as provided in subparagraph 9(c)writing to Participant stating the name and address of the bank, as to whether it wishes to purchase date of closing, and waiving the Unvested Shares pursuant to exercise closing at the Company’s office. (e) Should any provision of the Purchase Option. If the Company (Option be determined by a court of law to be ineffective or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closingunenforceable, the Company (or its assignee) shall tender payment for reserves the Unvested Shares right to delay exercise of such Purchase Option until such time as it becomes effective and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payableenforceable; provided, at the option of however, that in any such event, the Company by cancellation reserves the right to assign its right to purchase Shares hereunder to a Principal Investor (as such term is defined in the Stockholders’ Agreement). (f) For purposes of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.this agreement:

Purchase Option. (a) A total All Stock purchased by the Employee pursuant to the terms of 900,000 shares of the Stock ("Purchasable Shares") this Agreement shall be subject to the right and option of the Company with respect to repurchase such shares the purchase thereof (the "Purchase Option") as under circumstances set forth in this paragraph 3. In Section 2. (a) If the event Purchaser shall cease to serve as an employee, officer, consultant or member employment of the Board of Directors of Employee by the Company is terminated (i) voluntarily by the Employee or (ii) by the Company for "cause" at any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (time prior to the "Termination"), the Purchase Option shall come into effect. Following a Terminationdates set forth below, the Company shall have the right, as provided in subparagraph (b) hereofwithin 60 days after the date of any such termination, to purchase from exercise the Purchaser or his personal representative, Purchase Option as to the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that maximum portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service Stock determined according to the Company, twenty (20%) following table: If Termination of Employment Portion of the Stock shall vest 12 months Subject Occurs to the Purchase Option: ---------------------------- ---------------------------- Prior to 12/31/96: 50% From (and including) 12/31/96 to (but excluding) 12/31/97: 33.33% From (and including) 12/31/97 to (but excluding) 12/31/98: 16.67% On and after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested.12/31/98: None (b) Within 90 days following a Termination, The Purchase Option shall be exercisable by the Company shall notify Purchaser at a price per share of Stock equal to the lesser of the Issue Price or the fair market value of the Stock as determined by written notice delivered the Board of Directors in accordance with the Plan. The Company may assign any or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant all of its rights to exercise of the a Purchase OptionOption under this Section 2. If the Company (or its assignee) elects shall fail to purchase exercise the Unvested Shares hereunder, it shall set a date for the closing Purchase Option with respect to any part or all of the transaction at a place Stock subject thereto, such Stock may thereafter be held and time specified transferred by the Company orEmployee (or other holder thereof), at subject, however, to any transfer or purchase restrictions applicable thereto pursuant to the Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (charter or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all by-laws or any outstanding indebtedness of Purchaser other agreement relating to the Company (including but Stock or applicable law. Stock not limited subject to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned herein referred to as "Vested Stock." (c) Notwithstanding anything to the contrary in this Agreement, in the event of a "Change of Control", all Stock held by the Company Employee issued under this Agreement, and securities issued in respect thereof, shall be deemed Vested Stock and the fair market value Purchase Option shall immediately terminate and be of no further force and effect. A "Change of Control" shall mean (i) the direct or indirect acquisition by any person of 50% or more of the shares, as determined by the Board of Directors aggregate voting power of the Company, exceeds (ii) the repurchase price, and such assignee exercises sale of all or substantially all of the Purchase Option, then the assignee shall pay to assets of the Company the difference between the fair market value (other than a merger or consolidation of the shares repurchased and Company with, or the sale of all or substantially all of the assets of the Company to, any entity if 50% or more of the aggregate repurchase pricevoting power of such entity is held immediately after such transaction by persons who were stockholders of the Company immediately prior to such transaction).

Purchase Option. The Option Holder's Shares and Options are subject to repurchase as provided below in subsections (ai) A total through (vii) below: (i) If the Option Holder's active service with the Company or a Subsidiary is terminated by the Option Holder other than for Good Reason (such termination of 900,000 shares of active service shall be treated as occurring on the Stock ("Purchasable Shares"Notice Date) or by the Company for Cause, the Company and/or its designee(s) shall be subject to have the right and option of (the Company to repurchase such shares ("Purchase Option") to purchase, and if the Purchase Option is exercised, the Grantor (as set forth in this paragraph 3. In defined below) shall sell to the event Purchaser shall cease to serve as an employeeCompany and/or its assignee(s), officer, consultant all or member any portion (at the Company's option) of the Board of Directors Shares and/or Options held by the Grantor (such Shares and Options collectively being referred to as the "Purchasable Shares"). (ii) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the Date of Termination (as defined in the Employment Agreement) of the Option Holder's service. Such notice shall state the number of Purchasable Shares to be purchased by the Company for any reason, or and the determination of the purchase price of such Purchasable Shares. If no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (notice is given within the "Termination")time limit specified above, the Purchase Option shall come into effect. Following a Termination, the Company shall be deemed to have the right, as provided in subparagraph terminated. (biii) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the The purchase price per share originally to be paid as set forth in paragraph 1 hereof ("Option Price") that portion of for the Purchasable Shares which remains unvested purchased pursuant to the Purchase Option shall be, in the case of any Shares, the Book Value (as defined below) per share as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) notice of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option times the number of Shares being purchased, and in the case of any Option, the Book Value per share (less the applicable per share Option exercise price) times the number of vested Shares (including by acceleration if applicable) subject to such Option which are being purchased by the Company. If the Company (or its assignee) elects to The purchase the Unvested Shares hereunder, it shall set a date price for the Purchasable Shares shall be paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(cprincipal executive offices within ten (10) hereofdays after the purchase price has been determined. At such closing, the Company Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or its assigneeaccompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall tender payment for have failed to obtain the Unvested release of any pledge or other encumbrance on any Purchasable Shares and by the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablescheduled closing date, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the Company extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (including but not limited to indebtedness under iv) To ensure the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors enforceability of the Company's rights hereunder, exceeds each certificate or instrument representing Shares or Options shall bear a conspicuous legend in substantially the repurchase price, and such assignee exercises following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE [ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (v) The Company's rights under this paragraph (n) shall terminate upon the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value consummation of the shares repurchased and the aggregate repurchase pricean Initial Public Offering.

Purchase Option. THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of CRT Capital Group LLC (a) A total collectively, with its successors and permitted assigns and/or transferees, the "Holder"), as registered owner of 900,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("this Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease , to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability Asia Special Situation Acquisition Corp. (the "TerminationCompany"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may beHolder is entitled, at any time or from time to time after the purchase price per share originally paid as set forth in paragraph 1 hereof consummation of a Business Combination ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith at or before 5:00 p.m., Eastern Time, January 16, 2013 (1/60"Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to Ninety-Five Thousand (95,000) units (the "Units") of the Stock shall vest at Company, each Unit consisting of one ordinary share of the end Company, par value $0.0001 per share (the "Ordinary Shares"), and one warrant (the "Warrant") expiring four (4) years from the effective date ("Effective Date") of each month thereafterthe registration statement ("Registration Statement") pursuant to which Units are offered for sale to the public (the "Offering"). Provided Each Warrant contains the same terms and conditions as the warrants included in the Units being registered for sale to the public by way of the Registration Statement (the "Public Warrants"), including that the Purchaser continues Warrants underlying the Units comprising this Purchase Option which have an exercise price of $7.50 per share. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be an employee, officer, Director or consultant of exercised on the Company until 60 months after next succeeding day which is not such a day in accordance with the Vesting Commencement terms herein. During the period ending on the Expiration Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as agrees not to whether it wishes to purchase the Unvested Shares pursuant to exercise of take any action that would terminate the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the This Purchase Option is assigned by initially exercisable at $12.50 per Unit so purchased; provided, however, that upon the Company and the fair market value occurrence of any of the sharesevents specified in Section 6 hereof, as determined the rights granted by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the this Purchase Option, then including the assignee shall pay to the Company the difference between the fair market value of the shares repurchased exercise price per Unit and the aggregate repurchase price.number of Units (and Ordinary Shares and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term "

Purchase Option. (a) Founder is the holder of 1,100,000 shares of the Company's Common Stock (the "Stock"). A total maximum of 900,000 825,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 31. In the event Purchaser Founder shall cease to serve as an employee, officer, consultant be employed by the Company (including a parent or member subsidiary of the Board of Directors of the Company Company) for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following Except as set forth in subparagraphs (c) and (d) below, following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser Founder or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 determined pursuant to subparagraph (f) hereof (the "Option Price") that portion number of shares of the Purchasable Shares Stock which remains unvested as of the date of the Termination have not vested (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty ) as provided in subparagraph (20%e) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vestedhereof. (b) Within 90 days following a Termination, the Company shall notify Purchaser Founder by written notice delivered or mailed as provided in subparagraph 9(c6(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c6(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or Company, in cash or by certified or cashier's check. If the Purchase Option is assigned by . (c) Notwithstanding subparagraph (a) above, if the Company and (i) merges with or into any other corporation (other than a merger in which the fair market value holders of the sharesoutstanding voting equity securities of the Company immediately prior to the merger hold securities representing more than 50% of the voting power of the surviving entity immediately following such merger), (ii) sells, leases, or conveys all or substantially all of its property or business, or (iii) issues additional capital stock in one or more transactions, as determined by a result of which existing shareholders cease to own more than 50% of the Board of Directors voting power of the Company, exceeds or any successor, (collectively, a "Change of Control") the repurchase pricePurchase Option shall lapse and be of no further force or effect if, following such Change of Control, the Company or its successor terminates Founder's employment without cause as defined in Section 6(c) of the employment agreement entered into between the Founder and the Company as of the date hereof (the "Employment Agreement"). (d) Notwithstanding anything in this Agreement to the contrary, the Company shall not be entitled to purchase more than 50% of the Stock if such Termination occurs prior to the first anniversary of the execution of this Agreement, unless such Termination is for cause, as defined in Section 6(c) of the Employment Agreement. (e) The Stock held by the Founder, and subject to the terms of this Agreement, shall vest and no longer be subject to the Purchase Option as set forth in subparagraph (a) hereof, at the rate of 8.33% of the shares of Stock subject to the Purchase Option as of the date hereof on the last day of September, December, March and June of each year, with all such assignee exercises shares of Stock to be fully vested, and no longer subject to the Company's Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.on June 30,

Purchase Option. (a) A total of 900,000 250,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued employment byservice as an employee, consultancy withofficer, consultant or other service to member of the Board of Directors of the Company, twenty (20%) 5/48 of the Stock Shares shall vest 12 months after October 20on December 6, 1998 2000 (the "Vesting Commencement Date"), and then one sixtith forty-eighth (1/601/48) of the Stock shall vest at the end of each month monthly thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price. (c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Acquiror, the Purchase Option shall lapse with respect to all of the Stock; (iii) If Purchaser's services as an employee, officer, consultant or member of the Board of Directors of the Company is terminated by the

Purchase Option. (a) A total In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of 900,000 shares of any interest in the Stock ("Purchasable Shares") shall be Shares while the Shares are subject to the Company's Purchase Option (as defined below). (b) The company shall have the right and option of the Company to repurchase such shares the Shares (the "Purchase Option") as set forth in this paragraph 3Paragraph 3 at a price of $.00l per share (the "Option Price"). In the event Purchaser shall cease to serve as an employee, officer, consultant be employed by the Company (including a parent or member subsidiary of the Board of Directors of the Company Company) for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability except as provided in subparagraph (d) hereof (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, right as provided in subparagraph (bc) hereof, to exercise the Purchase Option to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion Price any or all of the Purchasable Shares in which remains unvested Purchaser has not acquired a vested interest in accordance with the vesting provisions below: (i) 25% vested as of June 25, 1990; (ii) 2.1% vested on the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end 25th day of each month thereafter. Provided beginning June 25, 1991 for the next thirty-six (36) months so that the Purchaser continues to Shares will be an employee, officer, Director or consultant fully vested as of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vestedJune 25. 1994. (bc) Within 90 forty-five (45) days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c9(b), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, company not later than fifteen (15) days from the date of such closing may be consummated by mail as provided in Section 9(c) hereofnotice. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceledcancelled. Purchaser hereby authorizes and directs the Secretary or Transfer Agent of the Company to transfer the Shares as to which the Purchase Option has been exercised from Purchaser to the Company. The Option Price shall may be payable, at the option of the Company by Company, in cancellation of all or a portion of any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or (by check. If ), or both. (d) In the event Purchaser's employment shall terminate as a result of his death or permanent disability, the Purchase Option is assigned by shall not apply to the Company and shall thereafter be terminated. Purchaser shall be deemed permanently disabled in the fair market value of the sharesevent he is unable, as determined by a result of a mental or physical condition, to perform his employment duties to the Company and a qualified physician, acceptable to the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay establishes to the Company the difference between the fair market value reasonable satisfaction of the shares repurchased and the aggregate repurchase priceBoard of Directors that such condition will continue for a period of not less than one (1) year.

Purchase Option. (a) A total of 900,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease that the relationship by which the Service Provider provides management, consultancy and advisory services to serve the Company (whether pursuant to the Amended and Restated Management Agreement dated as an employeeof May 17, officer1999 by and among the Service Provider, consultant the Company, Atrium Corporation and Atrium Companies, Inc. ("the Management Agreement") or member otherwise) is terminated prior to October 19, 2003 (i) by the unanimous vote of the Board of Directors of the Company for any reasonreason or no reason whatsoever, or no reason, with or (ii) by the Service Provider without cause, including involuntary termination, death or temporary or permanent disability Good Reason (the "Termination"as defined below in Section 2(b), the Purchase Option shall come into effect. Following a Termination), the Company shall have the rightright and option (the "Purchase Option"), as provided in subparagraph (b) hereofbut not the obligation, to purchase from the Purchaser Service Provider, at a price equal to the par value of the Shares of Common Stock per Share, some or his personal representativeall of the Shares as determined at the time of such relationship termination. The Purchase Option shall lapse with respect to 100% of the Shares on the earlier of (i) October 19, 2003, (ii) a Trigger Event with respect to the Company, as defined below in Section 2(c), so long as the case may be, at Service Provider's relationship with the purchase price per share originally paid Company has not been terminated as set forth in paragraph 1 hereof this Section 2(a) or ("Option Price"iii) that portion termination of the Purchasable Shares which remains unvested as of relationship by the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vestedService Provider with Good Reason. (b) Within 90 days following a TerminationFor purposes of this agreement, the Company Good Reason shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise exist upon (i) mutual agreement of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares Service Provider and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option Board of Directors of the Company by cancellation that Good Reason exists; (ii) reduction of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness Service Provider's compensation under the NoteManagement Agreement; (iii) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined significant decrease by the Board of Directors of the Company of the Service Provider's duties or authority under the Management Agreement; or (iv) any material breach by the Company or any successor thereto of any agreement to which the Service Provider and the Company are parties, which breach is not cured within five days after notice thereof. (c) Notwithstanding any other provision of this Section 2, upon a Trigger Event (as defined below), the Purchase Option shall terminate and all rights inherent to an owner of a share of Common Stock shall immediately vest in the Service Provider. A "Trigger Event" shall mean (A) any merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such merger or consolidation; (B) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person or Persons beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (i) the then-outstanding shares of Common Stock of the Company, exceeds on a fully diluted basis (the repurchase price, and such assignee exercises "Outstanding Company Common Stock") or (ii) the Purchase Option, then combined voting power of the assignee shall pay to then-outstanding voting securities of the Company entitled to vote generally in the difference between election of directors (the fair market value "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (c), the following acquisitions shall not constitute a Trigger Event: (i) any acquisition by the Company, or (ii) any acquisition by any corporation pursuant to a transaction which results in all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such transaction beneficially owning, directly or indirectly, more than 95% of the then-outstanding shares repurchased of common stock and the aggregate repurchase pricecombined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such transaction (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively; (C) any sale of a substantial portion or all of the assets of the Company; (D) the complete or substantial liquidation of the Company; (E) a public offering of the securities of the Company, including any listing on the New York Stock Exchange, the American Stock Exchange or the NASDAQ market; or (F) notwithstanding any other provision of this Section 2, the closing of the sale of shares of Common Stock in an underwritten public offering pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities Act").

Purchase Option. (a) A total of 900,000 shares of Upon the Stock ("Purchasable Shares") shall be subject to Grantee’s Termination Date, the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reasonCompany, or no reasonits assignee, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereofbut not the obligation, to purchase from the Purchaser Grantee, or his Grantee’s personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, any or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the shares of Stock which have been purchased hereunder by Grantee pursuant to exercise of the Option, on the terms set forth herein (the “Purchase Option”). Notwithstanding the foregoing and anything contained herein to the contrary, the Company’s Purchase Option pursuant to this Section 5 shall be vestedexpire upon the consummation of the first firmly underwritten public offering of the Company’s Common Stock pursuant to an effective registration statement filed under the Securities Act (an “IPO”). (b) Within 90 The Company may exercise its Purchase Option by delivering, personally or by registered mail, to Grantee (or his or her transferee or personal representative, as the case may be), within ninety (90) days following ▇▇▇▇▇▇▇’s Termination Date, or if later, ninety (90) days after the date Grantee exercises such Option, a Termination, notice in writing indicating the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant Company’s intention to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set Option and setting forth a date for closing not later than thirty (30) days from the closing mailing of the transaction such notice, at a place and time specified purchase price determined in accordance with subparagraph 5(b)(i) or (ii) below, as applicable: (i) If ▇▇▇▇▇▇▇’s Termination Date is due to any circumstances not described in Section 5(b)(ii), the purchase price to be paid by the Company or, at Company's option, such closing may for shares of Stock to be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and pursuant to this Section 5(b) shall be the fair market value Fair Market Value of such shares as of Grantee’s Termination Date. (ii) If ▇▇▇▇▇▇▇’s Termination Date is due to the shares, as determined termination of Grantee’s employment by the Board of Directors of Company or an Affiliate for Cause, the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay purchase price to be paid by the Company for shares of Stock pursuant to this Section 5(b) shall be the difference between lesser of: (A) the fair market value Fair Market Value of such shares on Grantee’s Termination Date and (B) the shares repurchased and original Exercise Price stated on the aggregate repurchase pricefirst page of this Option Agreement.

Purchase Option. (a) A total of 900,000 shares of the The Stock ("Purchasable Shares") shall be subject to the right and following option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. ): a. In the event Purchaser ceases to be continuously employed by the Company, or a parent or subsidiary of the Company, for any reason, with or without cause, the Company may exercise the Purchase Option. For the purpose of this paragraph 4, Purchaser's "continuous employment" shall cease when Purchaser ceases to serve be actively employed by the Company or a parent or subsidiary of the Company as an employee, officer, consultant or member determined by and in the sole discretion of the Board of Directors of the Company. A leave of absence (regardless of the reason therefor) shall be deemed to constitute the cessation of Purchaser's active employment unless such leave is authorized by the Company in writing and Purchaser returns to work within the time specified in such authorization or in any amendment thereto. The date when continuous employment ceases is hereinafter referred to as the Termination Date. The Company shall have the right at any time within sixty (60) days after the later of the Termination Date or the date any approved leave terminates (if employee fails to return within the time specified) to purchase the Stock from Purchaser at the price per share paid by Purchaser pursuant to this Agreement ("Option Price"). The Purchase Option shall terminate, and cease to be exercisable, with respect to any and all Stock in which Purchaser acquires a vested interest. For purposes of this Agreement, Purchaser shall acquire a vested interest in 24% of the Stock on October 31, 1997. Purchaser shall acquire a vested interest in the remaining 76% of the stock in equal monthly installments over the 38 months thereafter, such that Purchaser shall have a fully vested interest in all of the Stock on December 31, 2000. Notwithstanding the foregoing, Purchaser shall not acquire a vested interest in any shares of Stock after the Termination Date. Nothing in this Agreement shall affect in any manner whatsoever the at will status of Purchaser's employment or the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser's employment at any time, for any reason, or no reason, with or without cause. b. The Purchase Option, including involuntary terminationif exercised by the Company, death shall be exercised by written notice signed by an officer of the Company and delivered or temporary mailed as provided in subsection 9(b). The Company may pay for the shares of Stock it has elected to repurchase (i) by delivery of a check in the amount of the repurchase price for the Stock being repurchased, (ii) by cancellation by the Company of an amount of Purchaser's indebtedness to the Company or permanent disability (iii) by a combination of (i) and (ii) so that the "Termination"combined payment and cancellation of indebtedness equals such repurchase price. If exercised by the assignees pursuant to subsection 4(c), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser exercised by written notice signed by the exercising assignees and delivered or mailed as provided in subparagraph 9(csubsection 9(b), as . Such assignees shall pay for the shares of Stock they have elected to whether it wishes repurchase by delivery to purchase Purchaser or his executor of a check in the Unvested Shares amount of the repurchase price. c. In the event the Company for any reason elects not to exercise the Purchase Option pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closingsubsection 4(b), the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablemay assign it, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If provided that the Purchase Option is assigned by shall not extend beyond the 60 days described in subsection 4(a). In the event that the Company or such assignee does not elect to exercise the Purchase Option as to all of the shares of Stock subject to it, the Purchase Option shall expire as to all shares that the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay assignees have not elected to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase pricepurchase.

Purchase Option. (a) A total of 900,000 shares of the Stock ("Purchasable Shares") The Company shall be subject to have the right and option (the “Purchase Option”) to purchase some or all of the Shares from the Participant for a sum of $.001 per Share (the “Option Price”), subject to the following: (a) The Company may not exercise the Purchase Option until such time, if any, as the Participant ceases to be a director of the Company for a reason other than the Participant’s death or “permanent and total disability” (as defined in the first sentence of Section 22(e)(3), or any successor provision, of the Internal Revenue Code of 1986, as amended from time to repurchase such shares time). ("b) It is understood and expected that the Participant will attend all or substantially all Board events in person or by telephone. If, as determined by the Board, the Participant is absent from a significant number of Board events, the Company may exercise the Purchase Option". While not limiting the discretion of the Board, it is understood and expected that absences are more likely to be excused if they result from a family or personal emergency such as death, illness or similar unexpected event. Also, while not limiting Board discretion, it is understood and expected that absences are less likely to be excused if they result from business conflicts or emergencies. (c) Subject to the first sentence of Section 3(c), the Company may not exercise the Purchase Option upon or after the earliest to occur of (i) the date of the first annual meeting of stockholders of the Company (or any special meeting held in lieu of such annual meeting) to occur after the date of this Agreement, (ii) the occurrence of a Change in Control (as defined below) and (iii) the death of the Participant. For purposes of clarity (and without limiting the foregoing), if the Participant is not absent from a significant number of Board events and continues to serve as a director of the Company until the date of the first annual meeting of stockholders of the Company (or any special meeting held in lieu of such annual meeting) to occur after the date of this Agreement, the Company shall never be entitled to exercise the Purchase Option with respect to any of the Shares. A “Change in Control” shall be deemed to have occurred if any of the events set forth in any one of the following clauses shall occur: (i) any Person (as defined in section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such term is modified in sections 13(d) and 14(d) of the Exchange Act), excluding a group of persons including the Participant, is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent or more of the combined voting power of the Company’s then-outstanding securities; (ii) individuals who, as of the date of this paragraph 3. In the event Purchaser shall cease to serve as an employeeAgreement, officer, consultant or member of constitute the Board of Directors of the Company (the “Incumbent Board”), cease for any reasonreason to constitute a majority thereof (provided, or no reasonhowever, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following that an individual becoming a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, director subsequent to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy withthis Agreement whose election, or other service to nomination for election by the Company’s stockholders, twenty (20%) was approved by at least a majority of the Stock shall vest 12 months after October 20, 1998 (directors then comprising the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder Incumbent Board shall be vested. (b) Within 90 days following included within the definition of Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise result of the Purchase Option. If the Company either an actual election contest (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing such terms used in Rule 14a-11 of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness Regulation 14A promulgated under the NoteExchange Act) or in cash other actual or threatened solicitation of proxies or consents by check. If the Purchase Option is assigned by the Company and the fair market value or on behalf of the shares, as determined by a person other than the Board of Directors of the Company, exceeds ); or (iii) the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to stockholders of the Company the difference between the fair market value consummate a merger or consolidation of the shares repurchased and Company with any other corporation, other than a merger or consolidation that would result in the aggregate repurchase pricevoting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation.

Purchase Option. (a) A total of 900,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease that the Participant ceases to serve as an employee, officer, consultant or member of the Board of Directors a Director of the Company for any reason, reason or no reason, with or without cause, including involuntary terminationprior to , the Company shall have the right and option (the “Purchase Option”) to purchase from the Participant, for a sum equal to the Option Price per share, any shares then subject to the Purchase Option. All of the Shares shall be subject to the Purchase Option prior to . On , ] of such Shares will no longer be subject to the Purchase Option and at the end of each full month thereafter, ] of such Shares shall no longer be subject to the Purchase Option until such time as all of such Shares are no longer subject to the Purchase Option. The Shares that are subject to the Purchase Option are referred to hereon as the “Unvested Shares” and the Shares that are no longer subject to the Purchase Option are referred to hereby as the “Vested Shares.” (b) In the event that the Participant’s employment with the Company is terminated by reason of death or temporary or permanent and total disability (within the "Termination"meaning of Section 22(e)(3) of the Internal Revenue code of 1986, as amended), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, lapse as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vestedUnvested Shares for which the Purchase Option would have otherwise become exercisable. (bc) Within 90 days following Upon the occurrence of a Termination, the Company shall notify Purchaser by written notice delivered or mailed Change of Control Event (as provided in subparagraph 9(chereinafter defined), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value shall immediately lapse as to all remaining Unvested Shares, thereby rendering all Shares Vested Shares. For purposes of the sharesthis subsection (c), as determined by the Board a “Change of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee Control Event” shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.mean:

Purchase Option. Exercise 1. RMSA shall be entitled, either on its own behalf and/or through any company directly or indirectly controlled by and/or related to RMSA and/or affiliates thereof, to exercise, at its sole discretion, the option to purchase One Hundred Percent (a100%) A total of 900,000 shares of the Stock Properties (hereinafter, the "Purchasable SharesOption to Purchase") at any time after the lapse of one year from this Agreement coming into full force and effect. For such purposes, RMSA shall serve written and sufficient notice of its intention to exercise said Option to Purchase upon OWNERS, specifying therein the name of the company to which the OWNWERS should convey title to the Properties. 2. In the event RMSA resolved to exercise the Option to Purchase, RMSA shall pay in a lump sum to OWNERS in consideration for the acquisition of one hundred percent (100%) of the Properties the aggregate amount of TWO MILLION UNITED STATES DOLLARS (USD 2,000,000), the "Purchase Price", which amount shall be paid upon execution of the deed of conveyance of the Properties. 3. In the event RMSA should cause the Properties to go into production, OWNERS shall be entitled to receive 1% on NET SMELTER RETURN (a right herein referred to as "1% NSR Royalty") as provided for by Annex 2. Payment of said 1% NSR Royalty shall be effected within thirty (30) days after a six-month period has lapsed from commencement of production at the Properties. Notwithstanding the foregoing, RMSA shall be entitled to purchase at any time and at its sole discretion, such 1% NSR Royalty, in the aggregate and single amount of USD 4,000,000 (FOUR MILLION United States Dollars). OWNERS hereby accept and grant the right to purchase contemplated in the previous sentence to RMSA and further agree that their right to collect the 1% NSR Royalty shall be subject to the right and option condition that the Properties actually go into production. Furthermore, OWNERS agree that said 1% NSR Royalty may be replaced by a 0.5% Royalty which shall be paid over all the useful life of the Company field and shall not be subject to repurchase such shares ("Purchase Option") as set forth in this paragraph 3purchase by RMSA, except upon mutual agreement by the parties. 4. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), that upon exercising the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, any payments as provided described in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested Section Three remained outstanding and had not become due as of the date of the Termination (the "Unvested Shares"). Subject to continued employment bysuch date, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder said payments shall be vestedno longer in force and therefore, RMSA shall not be required to effect said payments. In such event, RMSA shall solely pay the price established in Subsection 2 of Section Eight. 5. The deed of conveyance of title to RMSA shall be executed within ninety (b90) Within 90 calendar days following a Termination, the Company shall notify Purchaser counted as from notice sent by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant RMSA specifying its intention to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then in the assignee shall pay to the Company the difference between the fair market value presence of a notary public as elected thereby. Any costs and expenses incurred by reason of conveyance of the shares repurchased Properties to RMSA, including stamp tax, shall be borne by RMSA. Upon failure to execute said deed of conveyance within the above-mentioned term by reason of fault attributable to OWNERS, RMSA shall either and the aggregate repurchase priceat its sole discretion, require execution of said deed or consider this Agreement terminated, in either case being entitled to collect applicable damages.

Purchase Option. The Option Holder's Shares and Options are subject to repurchase as provided below in subsections (ai) A total through (vii) below: (i) If the Option Holder's active service with the Company or a Subsidiary is terminated by the Option Holder other than for Good Reason (such termination of 900,000 shares of active service shall be treated as occurring on the Stock ("Purchasable Shares"Notice Date) or by the Company for Cause, the Company and/or its designee(s) shall be subject to have the right and option of (the Company to repurchase such shares ("Purchase Option") to purchase, and if the Purchase Option is exercised, the Grantor (as set forth in this paragraph 3. In defined below) shall sell to the event Purchaser shall cease to serve as an employeeCompany and/or its assignee(s), officer, consultant all or member any portion (at the Company's option) of the Board of Directors Shares and/or Options held by the Grantor (such Shares and Options collectively being referred to as the "Purchasable Shares"), (ii) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the Date of Termination (as defined in the Employment Agreement) of the Option Holder's service. Such notice shall state the number of Purchasable Shares to be purchased by the Company for any reason, or and the determination of the purchase price of such Purchasable Shares. If no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (notice is given within the "Termination")time limit specified above, the Purchase Option shall come into effect. Following a Termination, the Company shall be deemed to have the right, as provided in subparagraph terminated. (biii) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the The purchase price per share originally to be paid as set forth in paragraph 1 hereof ("Option Price") that portion of for the Purchasable Shares which remains unvested purchased pursuant to the Purchase Option shall be, in the case of any Shares, the Book Value (as defined below) per share as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) notice of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option times the number of Shares being purchased, and in the case of any Option, the Book Value per share (less the applicable per share Option exercise price) times the number of vested Shares (including by acceleration if applicable) subject to such Option which are being purchased by the Company. If the Company (or its assignee) elects to The purchase the Unvested Shares hereunder, it shall set a date price for the Purchasable Shares shall be paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(cprincipal executive offices within ten (10) hereofdays after the purchase price has been determined. At such closing, the Company Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or its assigneeaccompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall tender payment for have failed to obtain the Unvested release of any pledge or other encumbrance on any Purchasable Shares and by the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payablescheduled closing date, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the Company extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. (including but not limited to indebtedness under iv) To ensure the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors enforceability of the Company's rights hereunder, exceeds each certificate or instrument representing Shares or Options shall bear a conspicuous legend in substantially the repurchase price, and such assignee exercises following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE [ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (v) The Company's rights under this paragraph (m) shall terminate upon the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value consummation of the shares repurchased and the aggregate repurchase pricean Initial Public Offering.

Purchase Option. So long as Tenant is not then in default under the terms of this Lease, Tenant (aor its affiliate) A total of 900,000 shares shall have the option to purchase the Project, along with the associated land and improvements (the “Purchase Option”), during the following periods of the Stock ("Purchasable Shares"Lease Term and for the applicable purchase price indicated: 1) Tenant shall be subject not have a right to acquire the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), Project under the Purchase Option shall come into effect. Following a Terminationprior to May 31, 2016. 2) If Tenant closes on the Company shall have acquisition of the rightProject between June 1, as provided in subparagraph (b) hereof2016 and August 31, to purchase from the Purchaser or his personal representative2016, as the case may be, at then the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price"shall be $2,225,000.00. 3) that portion If Tenant closes on the acquisition of the Purchasable Shares Project between September 1, 2016 and May 31, 2017, then the purchase price shall be $2,275,000.00. 4) If Tenant closes on the acquisition of the Project between June 1, 2017 and May 31, 2018, then the purchase price shall be $2,325,000.00. If Tenant (or its affiliate) fails to close on the purchase of the Project by May 31, 2018, then this Purchase Option shall automatically terminate and have no further force nor effect. Tenant shall exercise the Option to Purchase by providing written notice to Landlord thereof (the “Exercise Notice”), which remains unvested as of Exercise Notice shall include Tenant’s desired closing date (the “Closing Date”), which Closing Date shall be not earlier than fifteen (15) days following the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase OptionExercise Notice. If the Company Tenant (or its assigneeaffiliate) elects exercises its Option to Purchase, then the terms of the purchase and sale shall be as follows: (i) the Unvested Shares hereunderpurchase price for the Project shall be the applicable purchase price set forth above, it and shall set a date for be payable in cash at the closing of the transaction at a place and time specified acquisition of the Project by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company Tenant (or its assigneeaffiliate) (the “Closing”); (ii) the Closing shall tender payment occur at and the owner’s policy of title insurance shall be issued by, Chicago Title Company, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇-▇▇▇-▇▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇-▇▇.▇▇▇ (the “Title Company”); (iii) all costs at Closing will be borne by Tenant, except that Landlord will pay for any real estate commissions incurred by it through separate commission agreements, the cost of the standard owner’s policy of title insurance issued by the Title Company, and one-half of the escrow fees for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company Title Company; (including but not limited to indebtedness under the Noteiv) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee Tenant shall pay to Landlord any final rent then due; (v) at the Company Closing, Landlord shall execute and deliver a special warranty deed in the difference between form of Exhibit D-1 attached hereto and incorporated herein and subject only to the fair market value exceptions expressly set forth in the title commitment issued by the Title Company, which title commitment will be procured by Tenant and delivered to Landlord prior to the Closing; (vi) at the Closing, Landlord shall also execute and deliver (a) a standard ▇▇▇▇ of sale (conveying tangible personal property) and assignment of intangible property (conveying intangible personal property), both without warranty, and in forms attached hereto as Exhibit D-2 and (b) a standard owner’s affidavit and other documentation requested by the shares repurchased and Title Company. Landlord shall not be required to provide a prorated credit for any taxes or other items typically prorated at closing if such items are already the aggregate repurchase priceresponsibility of Tenant to pay as part of Tenant’s Lease obligations.

Purchase Option. If (a) A total of 900,000 shares of the Stock ("Purchasable Shares") shall be subject to the right i), and option at such time as, a Holder is no longer a director, officer or employee of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member any Subsidiary of the Board of Directors of the Company Company, for any reason, reason at any time or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following ii) a TerminationChange of Control occurs, the Company shall have the rightoption (the "Purchase Option") to purchase, and if the Purchase Option is exercised, such Holder (or the executor or administrator of such Holder's estate, in the event of such Holder's death, or such Holder's legal representative in the event of his incapacity) (hereinafter, collectively with such Holder, the "Grantor") shall sell to HMTF, (or as provided in subparagraph Section 6.1.4 an assignee of HMTF) all or any portion (bat the option of HMTF acting for itself or, if applicable, its assignee) hereof, of the shares of Common Stock and/or Common Stock Equivalents held by the Grantor (such shares of Common Stock and/or Common Stock Equivalents collectively being referred to purchase from the Purchaser or his personal representative, as the case may be"Purchasable Securities"), at subject to HMTF's (or, if applicable, its assignee) compliance with the purchase price per share originally paid as conditions hereinafter set forth in paragraph 1 hereof forth. HMTF ("Option Price"acting for itself or, if applicable, its assignee) that portion of the Purchasable Shares which remains unvested as of the date of the Termination shall give notice (the "Unvested SharesPurchase Notice"). Subject to continued employment by, consultancy with, or other service ) in writing to the Company, twenty (20%) Grantor of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If Option within one year from the Company (date such Holder is no longer a director, officer or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option employee of the Company by cancellation of all or any outstanding indebtedness Subsidiary of Purchaser to the Company or such Change of Control. Such Purchase Notice shall state the number of Purchasable Securities to be purchased and the exercise price for each Purchasable Security (including but not limited to indebtedness under on a per share basis or, in the Note) or in cash or by checkcase of securities other than capital stock, other applicable denomination). If no notice is given within the time limit specified above, the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase priceterminate.

Purchase Option. (a) A total In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of 900,000 shares of any interest in the Stock ("Purchasable Shares") shall be Shares while the Shares are subject to the Company's Purchase Option (as defined below). (b) The Company shall have the right and option of the Company to repurchase such shares the Shares (the "Purchase Option") as set forth in this paragraph 3Paragraph 3 at a price of $.00l per share (the "Option Price"). In the event Purchaser purchaser shall cease to serve as an employee, officer, consultant be employed by the Company (including a parent or member subsidiary of the Board of Directors of the Company Company) for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability except as provided in subparagraph (d) hereof (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, right as provided in subparagraph (bc) hereof, to exercise the Purchase Option to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion Price any or all of the Purchasable Shares in which remains unvested Purchaser has not acquired a vested interest in accordance with the vesting provisions below: (i) 25% vested as of June 25, 1990; (ii) 2.1% vested on the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end 25th day of each month thereafter. Provided beginning June 25, 1991 for the next thirty-six (36) months so that the Purchaser continues to Shares will be an employeefully vested as of June 25, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested1994. (bc) Within 90 forty-five (45) days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c9(b), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Optionoption. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, not later than fifteen (15) days from the date of such closing may be consummated by mail as provided in Section 9(c) hereofnotice. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceledcancelled. Purchaser hereby authorizes and directs the Secretary or Transfer Agent of the Company to transfer the Shares as to which the Purchase Option has been exercised from Purchaser to the Company. The Option Price shall may be payable, at the option of the Company by Company, in cancellation of all or a portion of any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or (by check. If ), or both. (d) In the event Purchaser's employment shall terminate as a result of his death or permanent disability, the Purchase Option is assigned by shall not apply to the Company and shall thereafter be terminated. Purchaser shall be deemed permanently disabled in the fair market value of the sharesevent he is unable, as determined by a result of a mental or physical condition, to perform his employment duties to the Company and a qualified physician, acceptable to the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay establishes to the Company the difference between the fair market value reasonable satisfaction of the shares repurchased and the aggregate repurchase priceBoard of Directors that such condition will continue for a period of not less than one (1) year.

Purchase Option. (a) A total of 900,000 325,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued employment byservice as an employee, consultancy withofficer, consultant or other service to member of the Board of Directors of the Company, twenty (20%) 67,708 of the Stock Shares shall vest 12 months after October 20on November 29, 1998 2000 (the "Vesting Commencement Date"), and then one sixtith forty-eighth (1/601/48) of the Stock shall vest at the end of each month monthly thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price. (c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Acquiror, the Purchase Option shall lapse with respect to all of the Stock; (iii) If Purchaser's services as an employee, officer, consultant or member of the Board of Directors of the Company is terminated by the (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.

Purchase Option. (a) A total of 900,000 shares of the Stock ("Purchasable Shares") The Company shall be subject to have the right and option (the “Purchase Option”) to purchase some or all of the Shares from the Participant for a sum of $.001 per Share (the “Option Price”), subject to the following: (a) The Company may not exercise the Purchase Option until such time, if any, as the Participant ceases to be a director of the Company for a reason other than the Participant’s death or “permanent and total disability” (as defined in the first sentence of Section 22(e)(3), or any successor provision, of the Internal Revenue Code of 1986, as amended from time to repurchase such shares time). ("b) It is understood and expected that the Participant will attend all or substantially all Board events in person or by telephone. If, as determined by the Board, the Participant is absent from a significant number of Board events, the Company may exercise the Purchase Option". While not limiting the discretion of the Board, it is understood and expected that absences are more likely to be excused if they result from a family or personal emergency such as death, illness or similar unexpected event. Also, while not limiting Board discretion, it is understood and expected that absences are less likely to be excused if they result from business conflicts or emergencies. (c) Subject to the first sentence of Section 3(c), the Company may not exercise the Purchase Option upon or after the earliest to occur of (i) the date of the first annual meeting of stockholders of the Company (or any special meeting held in lieu of such annual meeting) to occur after the date of this Agreement, (ii) the occurrence of a Change in Control (as defined below) and (iii) the death of the Participant. For purposes of clarity (and without limiting the foregoing), if the Participant is not absent from any of the specified Board events and continues to serve as a director of the Company until the date of the first annual meeting of stockholders of the Company (or any special meeting held in lieu of such annual meeting) to occur after the date of this Agreement, the Company shall never be entitled to exercise the Purchase Option with respect to any of the SharesA “Change in Control” shall be deemed to have occurred if any of the events set forth in any one of the following clauses shall occur: (i) any Person (as defined in section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such term is modified in sections 13(d) and 14(d) of the Exchange Act), excluding a group of persons including the Participant, is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent or more of the combined voting power of the Company’s then-outstanding securities; (ii) individuals who, as of the date of this paragraph 3. In the event Purchaser shall cease to serve as an employeeAgreement, officer, consultant or member of constitute the Board of Directors of the Company (the “Incumbent Board”), cease for any reasonreason to constitute a majority thereof (provided, or no reasonhowever, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following that an individual becoming a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, director subsequent to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy withthis Agreement whose election, or other service to nomination for election by the Company’s stockholders, twenty (20%) was approved by at least a majority of the Stock shall vest 12 months after October 20, 1998 (directors then comprising the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder Incumbent Board shall be vested. (b) Within 90 days following included within the definition of Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise result of the Purchase Option. If the Company either an actual election contest (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing such terms used in Rule 14a-11 of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness Regulation 14A promulgated under the NoteExchange Act) or in cash other actual or threatened solicitation of proxies or consents by check. If the Purchase Option is assigned by the Company and the fair market value or on behalf of the shares, as determined by a person other than the Board of Directors of the Company, exceeds ); or (iii) the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to stockholders of the Company the difference between the fair market value consummate a merger or consolidation of the shares repurchased and Company with any other corporation, other than a merger or consolidation that would result in the aggregate repurchase pricevoting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation.

Purchase Option. THIS PURCHASE OPTION CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Aegis Capital Corp. (a“Holder”), as registered owner of this Purchase Option, to Rosetta Genomics Ltd. (the “Company”), Holder is entitled, at any time or from time to time from the later of (i) A total of 900,000 the date that the Company has enough authorized and unreserved ordinary shares available to cover the issuance of the Stock Shares ("Purchasable Shares"as defined below) shall be subject to the right and option upon exercise of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination(after reserving any ordinary shares issuable upon the exercise of options, the Company shall have the rightwarrants, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested convertible debt and other convertible securities outstanding as of the date of the Termination issuance hereof and shares reserved for issuance under the Company’s stock plans as of the date of the issuance hereof) and (ii) April 12, 2013 (such later date, the “Commencement Date”), and at or before 5:00 p.m., Eastern time, April 12, 2017 (the "Unvested Shares"“Expiration Date”). Subject , but not thereafter, to continued employment bysubscribe for, consultancy withpurchase and receive, in whole or other service in part, up to 202,500 ordinary shares of the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 par value NIS 0.04 per share (the "Vesting Commencement Date"“Shares”), and one sixtith (1/60) of subject to adjustment as provided in Section 6 hereof. If the Stock shall vest at Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the end of each month thereafternext succeeding day which is not such a day in accordance with the terms herein. Provided that During the Purchaser continues to be an employee, officer, Director or consultant of period ending on the Company until 60 months after the Vesting Commencement Expiration Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as agrees not to whether it wishes to purchase the Unvested Shares pursuant to exercise of take any action that would terminate the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the This Purchase Option is assigned by initially exercisable at $0.2125 per Share; provided, however, that upon the Company and the fair market value occurrence of any of the sharesevents specified in Section 6 hereof, as determined the rights granted by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the this Purchase Option, then including the assignee shall pay to the Company the difference between the fair market value of the shares repurchased exercise price per Share and the aggregate repurchase number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context.

Purchase Option. (a) A total of 900,000 1,000,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued employment byservice as an employee, consultancy withofficer, consultant or other service to member of the Board of Directors of the Company, twenty one forty-eighth (20%1/48) of the Stock Shares shall vest 12 months after October 20on the 11th day of each month following July 11, 1998 2000 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price. (c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows: (i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If Purchaser's position is eliminated

Purchase Option. THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of [Maxim Partners LLC], as registered owner of this Unit Purchase Option (a) A total the “Holder” and, together with all other holders of 900,000 shares any portion of this Unit Purchase Option as the context herein requires, the “Holders”), to Stellar Acquisition III Inc., a company formed pursuant to the laws of the Stock Republic of the ▇▇▇▇▇▇▇▇ Islands ("Purchasable Shares"the “Company”), Holder is entitled, at any time or from time to time during the period commencing (the “Commencement Date”) shall be subject on the later of: (i) the consummation of a Business Transaction and (ii) twelve months following the Effective Date (defined below), and expiring at or before 5:00 p.m., New York City local time [·], 2021 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to One Hundred Thirty Thousand (130,000) units (the “Units”) of the Company. Each Unit consists of (i) one share of Common Stock, $.0001 par value (“Common Stock”) and (ii) one warrant (the “Warrant(s)”) to purchase one share of Common Stock. The Warrants expire five years from the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) pursuant to which Units are offered for sale to the right public (the “Offering”). Each Warrant is on the same terms and option conditions as the warrants underlying the Units being registered for sale to the public by way of the Company Registration Statement. If the Expiration Date is a day on which banking institutions are authorized by law to repurchase such shares ("Purchase Option") as set forth in close, then this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effectexpire on the next succeeding day that is not such a day in accordance with the terms herein. Following a TerminationDuring the period ending on the Expiration Date, the Company shall have the right, as provided in subparagraph (b) hereof, agrees not to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") take any action that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of would terminate the Purchase Option. If This Purchase Option is initially exercisable at $11.50 per Unit (the Company (or its assignee) elects “Exercise Price”). The number of Units purchasable hereunder and the Exercise Price are subject to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail adjustment as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the this Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.

Purchase Option. (a) A total of 900,000 shares of the Stock ("Purchasable Shares") a. The Shares shall be subject to the right and option of (the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3Section 2. In the event Purchaser that Grantor shall cease to serve be engaged, either as a consultant or as an employee, officer, consultant by the Company (including a parent or member subsidiary of the Board Company) under the circumstances set forth in Section 2(b) of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability this Agreement (the "TerminationSection 2(b) Event"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph at any time within 90 days after the date Grantor ceases to be so engaged (b) hereofthe "Option Period"), to exercise the Purchase Option, which consists of the right to purchase from the Purchaser or his personal representative, as the case may be, Grantor at the a purchase price of $1.00 per share originally paid (as set forth in paragraph 1 hereof adjusted pursuant to Section 4 below) (the "Option Price"), up to but not exceeding the number of Shares specified in Section 2(b) that portion below, upon the terms hereinafter set forth. b. If any of the Purchasable Shares following items (i), (ii) or (iii) occurs: i. Grantor repudiates or renounces that certain Employment Agreement between the Company and Grantor (the "Employment Agreement") or voluntarily ceases his engagement with the Company (other than by reason of death or disability) prior to the date 2 which remains unvested as of is 18 months following the date of the successful completion of the IPO without the prior written consent of the Company; or ii. Grantor's engagement by the Company under the Employment Agreement is terminated by the Company at any time prior to the date which is 18 months following the date of the successful completion of the IPO, with "Cause," as defined in Section 6 of such Employment Agreement; prior to the occurrence of any Termination Event (as defined in Section 9), then the "Unvested Company may exercise the Purchase Option at the Option Price as to the number of Shares determined as follows: (A) Prior to the IPO, the Company may exercise the Purchase Option as to all of the Shares"). Subject ; (B) Following the IPO, the Company may exercise the Purchase Option as to continued employment by, consultancy with, or other service a number of Shares equal to the total number of Shares less an aggregate number of Shares equal to the product (rounded down to the nearest whole Share) of (i) 1/18 times (ii) the aggregate number of full calendar months following the IPO that Grantor has been engaged as an employee to the Company, twenty times (20%iii) the total number of Shares (75); The Company shall not have the Stock shall vest 12 months after October 20, 1998 (right to exercise the "Vesting Commencement Date"), and one sixtith (1/60) of Purchase Option in the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of event Grantor's employment by the Company until 60 months after under the Vesting Commencement DateEmployment Agreement is terminated for death, when all of the Stock purchased hereunder shall be vested. (b) Within 90 days following a Terminationdisability, the Company shall notify Purchaser by written notice delivered "without Cause" or mailed for any other reason except as provided in subparagraph 9(c), as Section 2(b) above. c. The Purchase Option may be exercised by the Company by giving notice to whether it wishes the Grantor in accordance with Section 13.1 hereof stating that the Company has elected to purchase acquire the Unvested Shares pursuant subject to exercise of the Purchase Option. If Each sale and purchase in accordance with the rights so exercised shall be thereafter completed without avoidable delay by the transfer and assignment of such Shares to the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing and payment of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceledOption Price. The Option Price shall be payable, at the option of the Company Company, by cancellation of all or a portion of any outstanding indebtedness of Purchaser the Grantor to the Company (including but not limited to indebtedness under the Note) or by payment in cash or (by check. If ), or both. d. Nothing in this Agreement shall affect in any manner whatsoever the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors right or power of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value or a parent or subsidiary of the shares repurchased and Company, to terminate Grantors' engagement with the aggregate repurchase priceCompany, for any reason, with or without cause as provided in the applicable Employment Agreement.