Common use of Repurchase at the Option of Grantee Clause in Contracts

Repurchase at the Option of Grantee. (a) At the request of the Grantee at any time commencing upon the first occurrence of a Repurchase Event and ending 12 months immediately thereafter, Grantor shall repurchase from Grantee (i) the Option and (ii) all shares of Grantor Common Stock purchased by Grantee pursuant hereto with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 is referred to as the "Request Date." Such repurchase shall be at an aggregate price (the "Repurchase Consideration") equal to the sum of: (i) the aggregate purchase price paid by Grantee for any shares of Grantor Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; (ii) the excess, if any, of (x) the Applicable Price for each share of Grantor Common Stock over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof, multiplied by the number of shares of Grantor Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee exercises its rights under this section, Grantor shall, within 10 business days after the Request Date, pay the Grantor Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment Grantee shall surrender to Grantor the Option and the certificates evidencing the shares of Grantor Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this section, in whole or in part, or to require that Grantor deliver from time to time that portion of the Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase pursuant to the section, Grantor shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Option.

Repurchase at the Option of Grantee. (a) At the request of the Grantee at any time commencing upon the first occurrence of a Repurchase Event (as defined in Section 8(c)) and ending 12 months immediately thereafterprior to the termination of the Option pursuant to Section 3(a), Grantor Issuer (or any successor) shall repurchase from Grantee (ix) the Option and (iiy) all shares of Grantor Issuer Common Stock purchased by Grantee pursuant hereto with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 8 is referred to as the "“Request Date." ”. Such repurchase shall be at an aggregate price (the "“Section 8 Repurchase Consideration"”) equal to the sum of: (i) the aggregate purchase price Purchase Price paid by Grantee for any shares of Grantor Issuer Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; (ii) the excess, if any, of (x) the Applicable Market/Offer Price for each share of Grantor Issuer Common Stock over (y) the purchase price Purchase Price (subject to adjustment as adjusted pursuant to Section 6 hereof7), multiplied by the number of shares of Grantor Issuer Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Market/Offer Price over the purchase price (subject to adjustment pursuant to Section 6 hereof Purchase Price paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable payable, as adjusted pursuant to Section 7) by Grantee for each share of Grantor Issuer Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee exercises its rights under this sectionSection 8, Grantor Issuer shall, within 10 5 business days after the Request Date, pay the Grantor Section 8 Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment payment, Grantee shall surrender to Grantor Issuer the Option and the certificates evidencing the shares of Grantor Issuer Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoeverLiens. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority any Governmental Entity is required in connection with the repayment payment of all or any portion of the Section 8 Repurchase Consideration Consideration, Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionSection 8, in whole or in part, or to require that Grantor Issuer deliver from time to time that portion of the Section 8 Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval)) and the period of time that would otherwise run pursuant to the preceding sentence for the payment of the portion of the Section 8 Repurchase Consideration shall run instead from the date on which, as the case may be, (i) any required notification period has expired or been terminated or (ii) such approval has been obtained and, in either event, any requisite waiting period shall have passed. If the Federal Reserve Board or any other regulatory authority Governmental Entity disapproves of any part of Grantor's Issuer’s proposed repurchase pursuant to the sectionthis Section 8, Grantor Issuer shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency any Governmental Entity prohibits the repurchase (and Issuer hereby undertakes to use its reasonable best efforts to obtain all required approvals from Governmental Entities to accomplish such repurchase) in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, request or (ii) to the extent permitted by the Federal Reserve Board or other agencysuch Governmental Entity, determine whether the purchase repurchase should apply to the Option and or and/or Option shares Shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares Shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section Section 8(a)(ii) and the number of shares covered by the portion of the Option (if any) that has been repurchased; whereupon, in the case of clause (ii), Issuer shall promptly (x) deliver to Grantee that portion of the Section 8 Repurchase Consideration that Issuer is not prohibited from delivering and (y) deliver to Grantee, as appropriate, either (A) a new Stock Option Agreement evidencing the right of Grantee to purchase that number of shares of Issuer Common Stock obtained by multiplying the number of shares of Issuer Common Stock for which the surrendered Stock Option Agreement was exercisable at the time of delivery of the notice of repurchase by a fraction, the numerator of which is the Section 8 Repurchase Consideration less the portion thereof theretofore delivered to Grantee and the denominator of which is the Section 8 Repurchase Consideration, or (B) a certificate for the Option Shares it is then so prohibited from repurchasing; provided that if the Option shall have terminated prior to the date of such notice or shall be scheduled to terminate at any time before the expiration of a period ending on the thirtieth business day after such date, Grantee shall nonetheless have the right so to exercise the Option or exercise its rights under this Section 8 until the expiration of such period of 30 business days. Grantee shall notify Grantor Issuer of its determination under the preceding sentence within five (5) 10 business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein repurchase. (c) As used herein, a “Repurchase Event” shall occur if (A) (i) any person (other than Grantee or any Subsidiary of Grantee) shall have acquired beneficial ownership of (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), or the right to acquire beneficial ownership of, or any group shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, 50% or more of the then outstanding shares of Issuer Common Stock or (ii) any of the transactions described in Section 7(b)(i), 7(b)(ii) or 7(b)(iii) has been consummated and (B) a Purchase Event shall have occurred prior to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this the Option.

Repurchase at the Option of Grantee. (a) At the request of the Grantee made at any time commencing upon and from time to time after the first occurrence of a Repurchase an Exercise Event and ending 12 months immediately thereafterprior to 120 days after the expiration of the Option Term (the "Put Period"), Grantor shall the Company (or any successor thereto) shall, at the election of the Grantee (the "Put Right"), repurchase from the Grantee (i) that portion of the Option relating to all or any part of the Unexercised Option Shares (or as to which the Option has been exercised but the Closing has not occurred) and (ii) all shares or any portion of Grantor Common Stock the Shares purchased by the Grantee pursuant hereto and with respect to which the Grantee then has beneficial ownership. The date on which the Grantee exercises its rights under this Section 17 4 is referred to as the "Request Put Date." Such repurchase shall be at an aggregate price (the "Repurchase Put Consideration") equal to the sum of: (i) the aggregate purchase price Exercise Price paid by the Grantee for any shares of Grantor Common Stock acquired pursuant to Option Shares which the Option with respect Grantee owns and as to which the Grantee then has beneficial ownershipis exercising the Put Right; (ii) the excess, if any, of the Applicable Price over the Exercise Price paid by the Grantee for each Option Share as to which the Grantee is exercising the Put Right multiplied by the number of such shares; and (iii) the excess, if any, of (x) the Applicable Price for each share of Grantor Common Stock per Share over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof, Exercise Price multiplied by the number of shares of Grantor Common Stock with respect Unexercised Option Shares as to which the Option has not been exercised; and (iii) Grantee is exercising the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such sharesPut Right. (b) If the Grantee exercises its rights under this sectionSection 4, Grantor the Company shall, within 10 business days ten Business Days after the Request Put Date, pay the Grantor Repurchase Put Consideration to Grantee in immediately available fundsfunds to an account specified by the Grantee, and contemporaneously with such payment the Grantee shall promptly thereupon surrender to Grantor the Company the Option or portion of the Option and the certificates evidencing the shares of Grantor Common Stock Shares purchased thereunder with respect to which Grantee then has beneficial ownership, and thereunder. The Grantee shall warrant that it has to the Company that, immediately prior to the repurchase thereof pursuant to this Section 4, the Grantee had sole record and beneficial ownership Beneficial Ownership of the Option or such shares shares, or both, as the case may be, and that the same are Option or such shares, or both, as the case may be, were then held free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding Liens. (c) If the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionOption has been exercised, in whole or in part, or as to require that Grantor deliver from time any Option Shares subject to time that portion the Put Right but the Closing thereunder has not occurred, the payment of the Repurchase Put Consideration shall, to that it is extent, render such exercise null and void. (d) Notwithstanding any provision to the contrary in this Agreement the Grantee may not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase exercise its rights pursuant to this Section 4 in a manner that would result in Total Profit of more than the sectionProfit Cap; provided, Grantor however, that nothing in this sentence shall promptly give notice of such fact to limit the Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right 's ability to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of accordance with its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Optionterms.

Repurchase at the Option of Grantee. (a) At any time on or prior to the Termination Date, at the request of the Grantee made at any time commencing upon after the first occurrence of a Repurchase Exercise Event and ending 12 months immediately thereafteron the first anniversary thereof (the "Put Period"), Grantor the Company (or any successor thereto) shall repurchase from the Grantee (i) that portion of the Option that then remains unexercised and (ii) all (but not less than all) of the shares of Grantor Company Common Stock purchased by the Grantee pursuant hereto and with respect to which the Grantee then has beneficial ownership. The date on which the Grantee exercises its rights under this Section 17 7 is referred to as the "Grantee Request Date." Such repurchase shall be at an aggregate price (the "Section 7 Repurchase Consideration") equal to the sum of: (i) the aggregate purchase exercise price paid by Grantee for any shares of Grantor Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; (ii) the excess, if any, of (x) the Applicable Price for each share of Grantor Common Stock over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof, multiplied by the number of shares of Grantor Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred, payable) by the Grantee for any Option Shares as to which the Option has theretofore been exercised and with respect to which the Grantee then has beneficial ownership or has exercised the right to acquire beneficial ownership; (ii) the excess, if any, of the Applicable Price (as defined in Section 7(c)), payable over the Exercise Price (subject to adjustment pursuant to Section 6) paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred, payable) by the Grantee for each share of Grantor Common Stock with respect Option Share as to which the Option has been exercised and with respect to which the Grantee then has beneficial ownership, multiplied by the number of such shares; and (iii) the excess, if any, of (x) the Applicable Price for each share of Company Common Stock over (y) the Exercise Price (subject to adjustment pursuant to Section 6), multiplied by the number of Option Shares as to which the Option has not been exercised. (b) If the Grantee exercises its rights under this sectionSection 7, Grantor the Company shall, within 10 five business days after the Grantee Request Date, pay the Grantor Section 7 Repurchase Consideration to the Grantee in immediately available funds, and contemporaneously with such payment the Grantee shall surrender to Grantor the Company the Option and the certificates evidencing the shares of Grantor Company Common Stock purchased thereunder with respect to which the Grantee then has beneficial ownership, and the Grantee shall warrant that it has to the Company that, immediately prior to the repurchase thereof pursuant to this Section 7, the Grantee had sole record and beneficial ownership of such shares and that the same are such shares were then held free and clear of all liensEncumbrances. (c) For purposes of this Option Agreement, claims, charges the "Applicable Price" means the highest of (i) the highest purchase price per share paid pursuant a tender or exchange offer made for shares of Company Common Stock after the date hereof and encumbrances of any kind whatsoever. Notwithstanding the foregoing, on or prior to the extent that prior notification Grantee Request Date, (ii) the price per share to or approval be paid by any third Person for shares of the Federal Reserve Board Company Common Stock pursuant to an agreement for a merger or other regulatory authority is required in connection business combination transaction with the repayment of all Company entered into on or any portion of prior to the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this section, in whole or in partRequest Date, or to require that Grantor deliver from time to time that portion (iii) the highest bid price per share of the Repurchase Consideration that it Company Common Stock as quoted on The Nasdaq National Market (or if Company Common Stock is not then so prohibited from paying and promptly file quoted on The Nasdaq National Market, the required notice or application for approval and expeditiously process highest bid price per share as quoted on any other market comprising a part of The Nasdaq Stock Market or, if the same shares of Company Common Stock are not quoted thereon, on the principal trading market (and each party shall cooperate with as defined in Regulation M under the other in Exchange Act) on which such shares are traded as reported by a recognized source) during the filing of any such notice or application and 60 business days preceding the obtaining of any such approval)Grantee Request Date. If the Federal Reserve Board consideration to be offered, paid or any other regulatory authority disapproves of any part of Grantor's proposed repurchase received pursuant to either of the section, Grantor shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right foregoing clauses (i) to revoke the repurchase request, or (ii) shall be other than in cash, the value of such consideration shall be determined in good faith by an independent nationally recognized investment banking firm selected by the Grantee and reasonably acceptable to the extent permitted by the Federal Reserve Board or other agencyCompany, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee which determination shall thereupon have the right to exercise the Option as to the number of Option shares be conclusive for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination purposes of this OptionOption Agreement.

Repurchase at the Option of Grantee. (a) At the request of the Grantee at any time commencing upon the first occurrence of a Repurchase Event (as defined in Section 8(c)) and ending 12 months immediately thereafterprior to the termination of the Option pursuant to Section 3(a), Grantor Issuer (or any successor) shall repurchase from Grantee (ix) the Option and (iiy) all shares of Grantor Issuer Common Stock purchased by Grantee pursuant hereto with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 8 is referred to as the "“Request Date." ”. Such repurchase shall be at an aggregate price (the "“Section 8 Repurchase Consideration"”) equal to the sum of: (i) the aggregate purchase price Purchase Price paid by Grantee for any shares each share of Grantor Issuer Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares; (ii) the excess, if any, of (x) the Applicable Market/Offer Price for each share of Grantor Issuer Common Stock over (y) the purchase price Purchase Price (subject to adjustment as adjusted pursuant to Section 6 hereof7), multiplied by the number of shares of Grantor Issuer Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Market/Offer Price over the purchase price (subject to adjustment pursuant to Section 6 hereof Purchase Price paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable payable, as adjusted pursuant to Section 7) by Grantee for each share of Grantor Issuer Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee exercises its rights under this sectionSection 8, Grantor Issuer shall, within 10 5 business days after the Request Date, pay the Grantor Section 8 Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment payment, Grantee shall surrender to Grantor Issuer the Option and the certificates evidencing the shares of Grantor Issuer Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoeverLiens. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority any Governmental Entity is required in connection with the repayment payment of all or any portion of the Section 8 Repurchase Consideration Consideration, Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionSection 8, in whole or in part, or to require that Grantor Issuer deliver from time to time that portion of the Section 8 Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval)) and the period of time that would otherwise run pursuant to the preceding sentence for the payment of the portion of the Section 8 Repurchase Consideration shall run instead from the date on which, as the case may be, (i) any required notification period has expired or been terminated or (ii) such approval has been obtained and, in either event, any requisite waiting period shall have passed. If the Federal Reserve Board or any other regulatory authority Governmental Entity disapproves of any part of Grantor's Issuer’s proposed repurchase pursuant to the sectionthis Section 8, Grantor Issuer shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency any Governmental Entity prohibits the repurchase (and Issuer hereby undertakes to use its reasonable best efforts to obtain all required approvals from Governmental Entities to accomplish such repurchase) in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, request or (ii) to the extent permitted by the Federal Reserve Board or other agencysuch Governmental Entity, determine whether the purchase repurchase should apply to the Option and or and/or Option shares Shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares Shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section Section 8(a)(ii) and the number of shares covered by the portion of the Option (if any) that has been repurchased; whereupon, in the case of clause (ii), Issuer shall promptly (x) deliver to Grantee that portion of the Section 8 Repurchase Consideration that Issuer is not prohibited from delivering and (y) deliver to Grantee, as appropriate, either (A) a new Stock Option Agreement evidencing the right of Grantee to purchase that number of shares of Issuer Common Stock obtained by multiplying the number of shares of Issuer Common Stock for which the surrendered Stock Option Agreement was exercisable at the time of delivery of the notice of repurchase by a fraction, the numerator of which is the Section 8 Repurchase Consideration less the portion thereof theretofore delivered to Grantee and the denominator of which is the Section 8 Repurchase Consideration, or (B) a certificate for the Option Shares it is then so prohibited from repurchasing; provided that if the Option shall have terminated prior to the date of such notice or shall be scheduled to terminate at any time before the expiration of a period ending on the thirtieth business day after such date, Grantee shall nonetheless have the right so to exercise the Option or exercise its rights under this Section 8 until the expiration of such period of 30 business days. Grantee shall notify Grantor Issuer of its determination under the preceding sentence within five (5) 10 business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein repurchase. (c) As used herein, a “Repurchase Event” shall occur if (A) (i) any person (other than Grantee or any Subsidiary of Grantee) shall have acquired beneficial ownership of (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), or the right to acquire beneficial ownership of, or any group shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, 50% or more of the then outstanding shares of Issuer Common Stock or (ii) any of the transactions described in Section 7(b)(i), 7(b)(ii) or 7(b)(iii) has been consummated and (B) a Purchase Event shall have occurred prior to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this the Option.

Repurchase at the Option of Grantee. (a) At the request of the Grantee at any time commencing upon the first occurrence of a Repurchase Event and ending 12 months immediately thereafter, Grantor shall repurchase from Grantee (i) the Option and (ii) all shares of Grantor Common Stock purchased by Grantee pursuant hereto with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 is referred to as the "Request Date." Such repurchase shall be at an aggregate price (the "Repurchase Consideration") equal to the sum of: (i) the aggregate purchase price paid by Grantee for any shares of Grantor Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; (ii) the excess, if any, of (x) the Applicable Price for each share of Grantor Common Stock over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof, multiplied by the number of shares of Grantor Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee exercises its rights under this section, Grantor shall, within 10 business days after the Request Date, pay the Grantor Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment Grantee shall surrender to Grantor the Option and the certificates evidencing the shares of Grantor Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this section, in whole or in part, or to require that Grantor deliver from time to time that portion of the Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase pursuant to the section, Grantor shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Option.or

Repurchase at the Option of Grantee. (a) At the request of the Grantee at any time commencing upon the first occurrence of a Repurchase Event (as defined in Section 8(c)) and ending 12 months immediately thereafterprior to the termination of the Option pursuant to Section 3(a), Grantor Issuer (or any successor) shall repurchase from Grantee (ix) the Option and (iiy) all shares of Grantor Issuer Common Stock purchased by Grantee pursuant hereto with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 8 is referred to as the "Request Date." ". Such repurchase shall be at an aggregate price (the "Section 8 Repurchase Consideration") equal to the sum of: (i) the aggregate purchase price Purchase Price paid by Grantee for any shares of Grantor Issuer Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; (ii) the excess, if any, of (x) the Applicable Market/Offer Price for each share of Grantor Issuer Common Stock over (y) the purchase price Purchase Price (subject to adjustment as adjusted pursuant to Section 6 hereof7), multiplied by the number of shares of Grantor Issuer Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Market/Offer Price over the purchase price (subject to adjustment pursuant to Section 6 hereof Purchase Price paid (or, in the case of Option Shares with respect to which the Option option has been exercised but the Closing Date has not occurred), payable payable, as adjusted pursuant to Section 7) by Grantee for each share of Grantor Issuer Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee exercises its rights under this sectionSection 8, Grantor Issuer shall, within 10 5 business days after the Request Date, pay the Grantor Section 8 Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment payment, Grantee shall surrender to Grantor Issuer the Option and the certificates evidencing the shares of Grantor Issuer Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this section, in whole or in part, or to require that Grantor deliver from time to time that portion of the Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase pursuant to the section, Grantor shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Option.the

Repurchase at the Option of Grantee. (a) At the request of the Grantee made at any time commencing upon and from time to time after the first occurrence of a Repurchase an Exercise Event and ending 12 months immediately thereafterprior to 120 days after the expiration of the Option Term (the "Put Period"), Grantor shall the Company (or any successor thereto) shall, at the election of the Grantee (the "Put Right"), repurchase from the Grantee (i) that portion of the Option relating to all or any part of the Unexercised Option Shares (or as to which the Option has been exercised but the Closing has not occurred) and (ii) all shares or any portion of Grantor the Option Shares of Santa Xx Xxxxxx Common Stock purchased by the Grantee pursuant hereto upon exercise of the Option (or any portion thereof) and with respect to which the Grantee then has beneficial ownership. The date on which the Grantee exercises its rights under this Section 17 4 is referred to as the "Request Put Date." Such repurchase shall be at an aggregate price (the "Repurchase Put Consideration") equal to the sum of: (i) the aggregate purchase price Exercise Price paid by the Grantee for any shares of Grantor Common Stock acquired pursuant to Option Shares which the Option with respect Grantee owns and as to which the Grantee then has beneficial ownershipis exercising the Put Right; (ii) the excess, if any, of (x) the Applicable Price for each per share of Grantor Santa Xx Xxxxxx Common Stock over (y) the purchase price (subject Exercise Price paid by the Grantee for each Option Share as to adjustment pursuant to Section 6 hereofwhich the Grantee is exercising the Put Right, multiplied by the number of shares of Grantor Common Stock with respect to which the such Option has not been exercisedShares; and (iii) the excess, if any, of (x) the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable by Grantee for each per share of Grantor Santa Xx Xxxxxx Common Stock with respect to which over (y) the Option has been exercised and with respect to which Grantee then has beneficial ownershipExercise Price, multiplied by the number of such sharesUnexercised Option Shares as to which the Grantee is exercising the Put Right. (b) If the Grantee exercises its rights under this sectionSection 4, Grantor the Company shall, within 10 business days five Business Days after the Request Put Date, pay the Grantor Repurchase Put Consideration to the Grantee in immediately available funds, and contemporaneously with such payment the Grantee shall surrender to Grantor the Company the Option or portion of the Option and the certificates evidencing the shares Option Shares of Grantor Santa Xx Xxxxxx Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and thereunder. The Grantee shall warrant that it has to the Company that, immediately prior to the repurchase thereof pursuant to this Section 4, the Grantee had sole record and beneficial ownership Beneficial Ownership of the Option or such shares Option Shares, or both, as the case may be, and that the same are Option or such shares, or both, as the case may be, were then held free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding Liens. (c) If the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionOption has been exercised, in whole or in part, or as to require that Grantor deliver from time any Option Shares subject to time that portion the Put Right but the Closing thereunder has not occurred, the payment of the Repurchase Put Consideration shall, to that it is extent, render such exercise null and void. (d) Notwithstanding any provision to the contrary in this Agreement, the Grantee may not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase exercise its rights pursuant to this Section 4 in a manner that would result in Total Profit of more than the sectionProfit Cap; PROVIDED, Grantor HOWEVER, that nothing in this sentence shall promptly give notice of such fact to limit the Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right 's ability to exercise the Option as to in accordance with its terms. (e) To the number of Option shares for which extent that the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by Company is prohibited under applicable Law from repurchasing the portion of the Option (if any) or the Option Shares pursuant to this Section 4, the Company shall immediately so notify Grantee and thereafter deliver, from time to time, to Grantee the portion of the Put Consideration that has been repurchased. Grantee shall notify Grantor of its determination under the preceding sentence it is no longer prohibited from delivering, within five (5) business days of receipt of notice of disapproval Business Days after the date on which the Company is no longer so prohibited; PROVIDED, HOWEVER, that if the Company at any time after the Put Date is prohibited under applicable Law from delivering to Grantee the full amount of the purchase. Notwithstanding anything herein Put Consideration, Grantee may rescind the exercise of the Put Right, whether in whole, in part or to the contraryextent of the prohibition, and, to the extent rescinded, no part of the amounts, terms or the rights with respect to the Option or Put Right shall be changed or affected as if such Put Right was not exercised. The Company shall use its reasonable best efforts to obtain all of Grantee's rights under this section required regulatory and legal approvals and to file any required notices to permit Grantee to exercise its Put Right and shall terminate use its reasonable best efforts to avoid or cause to be rescinded or rendered inapplicable any prohibition on the date Company's repurchase of termination of this Optionthe Option or the Option Shares.

Repurchase at the Option of Grantee. (a) At the request of the Grantee at any time commencing upon the first occurrence of a Repurchase Event and ending 12 9 months immediately thereafter, Grantor shall repurchase from Grantee (i) the Option and (ii) all shares of Grantor Common Stock purchased by Grantee pursuant hereto with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 is referred to as the "Request Date." Such repurchase shall be at an aggregate price (the "Repurchase Consideration") equal to the sum of: (i) the aggregate purchase price paid by Grantee for any shares of Grantor Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; (ii) the excess, if any, of (x) the Applicable Price for each share of Grantor Common Stock over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof), multiplied by the number of shares of Grantor Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable payable) by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee exercises its rights under this section, Grantor shall, within 10 business days after the Request Date, pay the Grantor Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment Grantee shall surrender to Grantor the Option and the certificates evidencing the shares of Grantor Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this section, in whole or in part, or to require that Grantor deliver from time to time that portion of the Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase pursuant to the section, Grantor shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares for which wich the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Option.

Repurchase at the Option of Grantee. (a) At the request of the Grantee at any time commencing upon the first occurrence of a Repurchase Event (as defined in Section 8(c)) and ending 12 months immediately thereafterprior to the termination of the Option pursuant to Section 3(a), Grantor Issuer (or any successor) shall repurchase from Grantee (ix) the Option and (iiy) all shares of Grantor Issuer Common Stock purchased by Grantee pursuant hereto with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 8 is referred to as the "Request Date." ". Such repurchase shall be at an aggregate price (the "Section 8 Repurchase Consideration") equal to the sum of: (i) the aggregate purchase price Purchase Price paid by Grantee for any shares of Grantor Issuer Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; (ii) the excess, if any, of (x) the Applicable Market/Offer Price for each share of Grantor Issuer Common Stock over (y) the purchase price Purchase Price (subject to adjustment as adjusted pursuant to Section 6 hereof7), multiplied by the number of shares of Grantor Issuer Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Market/Offer Price over the purchase price (subject to adjustment pursuant to Section 6 hereof Purchase Price paid (or, in the case of Option Shares with respect to which the Option option has been exercised but the Closing Date has not occurred), payable payable, as adjusted pursuant to Section 7) by Grantee for each share of Grantor Issuer Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee exercises its rights under this sectionSection 8, Grantor Issuer shall, within 10 5 business days after the Request Date, pay the Grantor Section 8 Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment payment, Grantee shall surrender to Grantor Issuer the Option and the certificates evidencing the shares of Grantor Issuer Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoeverLiens. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority any Governmental Entity is required in connection with the repayment payment of all or any portion of the Section 8 Repurchase Consideration Consideration, Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionSection 8, in whole or in part, or to require that Grantor Issuer deliver from time to time that portion of the Section 8 Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval)) and the period of time that would otherwise run pursuant to the preceding sentence for the payment of the portion of the Section 8 Repurchase Consideration shall run instead from the date on which, as the case may be, (i) any required notification period has expired or been terminated or (ii) such approval has been obtained and, in either event, any requisite waiting period shall have passed. If the Federal Reserve Board or any other regulatory authority Governmental Entity disapproves of any part of GrantorIssuer's proposed repurchase pursuant to the sectionthis Section 8, Grantor Issuer shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency any Governmental Entity prohibits the repurchase (and Issuer hereby undertakes to use its reasonable best efforts to obtain all required approvals from Governmental Entities to accomplish such repurchase) in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, request or (ii) to the extent permitted by the Federal Reserve Board or other agencysuch Governmental Entity, determine whether the purchase repurchase should apply to the Option and or and/or Option shares Shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares Shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section Section 8(a)(ii) and the number of shares covered by the portion of the Option (if any) that has been repurchased; whereupon, in the case of clause (ii), Issuer shall promptly (x) deliver to Grantee that portion of the Section 8 Repurchase Consideration that Issuer is not prohibited from delivering and (y) deliver to Grantee, as appropriate, either (A) a new Stock Option Agreement evidencing the right of Grantee to purchase that number of shares of Issuer Common Stock obtained by multiplying the number of shares of Issuer Common Stock for which the surrendered Stock Option Agreement was exercisable at the time of delivery of the notice of repurchase by a fraction, the numerator of which is the Section 8 Repurchase Consideration less the portion thereof theretofore delivered to Grantee and the denominator of which is the Section 8 Repurchase Consideration, or (B) a certificate for the Option Shares it is then so prohibited from repurchasing; provided, that if the Option shall have terminated prior to the date of such notice or shall be scheduled to terminate at any time before the expiration of a period ending on the thirtieth business day after such date, Grantee shall nonetheless have the right so to exercise the Option or exercise its rights under this Section 8 until the expiration of such period of 30 business days. Grantee shall notify Grantor Issuer of its determination under the preceding sentence within five (5) 10 business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein repurchase. (c) As used herein, a "Repurchase Event" shall occur if (A) (i) any person (other than Grantee or any Subsidiary of Grantee) shall have acquired beneficial ownership of (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), or the right to acquire beneficial ownership of, or any group shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, 50% or more of the then outstanding shares of Issuer Common Stock or (ii) any of the transactions described in Section 7(b)(i), 7(b)(ii) or 7(b)(iii) has been consummated and (B) a Purchase Event shall have occurred prior to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this the Option.

Repurchase at the Option of Grantee. (a) At the request of the Grantee made at any time commencing upon and from time to time after the first occurrence of a Repurchase an Exercise Event and ending 12 months immediately thereafterprior to the earlier of (i) 120 days after the expiration of the Option Term and (ii) 120 days after the conditions to the payment by the Company of the additional $150 million fee under Section 9.5 of the Merger Agreement shall have occurred (the "Put Period"), Grantor shall the Company (or any successor thereto) shall, at the election of the Grantee (the "Put Right"), repurchase from the Grantee (i) that portion of the Option relating to all or any part of the Unexercised Option Shares (or as to which the Option has been exercised but the Closing has not occurred) and (ii) all or any portion of the shares of Grantor Company Common Stock purchased by the Grantee pursuant hereto and with respect to which the Grantee then has beneficial ownership. The date on which the Grantee exercises its rights under this Section 17 5 is referred to as the "Request Put Date." Such repurchase shall be at an aggregate price (the "Repurchase Put Consideration") equal to the sum of: (i) the aggregate purchase price Exercise Price paid by the Grantee for any shares of Grantor Common Stock acquired pursuant to Option Shares which the Option with respect Grantee owns and as to which the Grantee then has beneficial ownershipis exercising the Put Right; (ii) the excess, if any, of the Applicable Price over the Exercise Price paid by the Grantee for each Option Share as to which the Grantee is exercising the Put Right multiplied by the number of such shares; and (iii) the excess, if any, of (x) the Applicable Price for each per share of Grantor Company Common Stock over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof, Exercise Price multiplied by the number of shares of Grantor Common Stock with respect Unexercised Option Shares as to which the Option has not been exercised; and (iii) Grantee is exercising the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such sharesPut Right. (b) If the Grantee exercises its rights under this sectionSection 5, Grantor the Company shall, within 10 business days five Business Days after the Request Put Date, pay the Grantor Repurchase Put Consideration to the Grantee in immediately available funds, and contemporaneously with such payment the Grantee shall surrender to Grantor the Company the Option or portion of the Option and the certificates evidencing the shares of Grantor Company Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and thereunder. The Grantee shall warrant that it has to the Company that, immediately prior to the repurchase thereof pursuant to this Section 5, the Grantee had sole record and beneficial ownership Beneficial Ownership of the Option or such shares shares, or both, as the case may be, and that the same are Option or such shares, or both, as the case may be, were then held free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding Liens. (c) If the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionOption has been exercised, in whole or in part, or as to require that Grantor deliver from time any Option Shares subject to time that portion the Put Right but the Closing thereunder has not occurred, the payment of the Repurchase Put Consideration shall, to that it is extent, render such exercise null and void. (d) Notwithstanding any provision to the contrary in this Agreement, the Grantee may not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase exercise its rights pursuant to this Section 5 in a manner that would result in Total Profit of more than the sectionProfit Cap; provided, Grantor however, that nothing in this sentence shall promptly give notice of such fact to limit the Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right 's ability to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of accordance with its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Optionterms.

Repurchase at the Option of Grantee. (a) At the request of the Grantee made at any time commencing upon during a period of sixty (60) days after the first occurrence termination fee for which provision is made in Section 9.05(d) of a Repurchase Event and ending 12 months immediately thereafterthe Merger Agreement becomes payable (the "Put Period"), Grantor shall the Company (or any successor thereto) shall, at the election of the Grantee (the "Put Right"), repurchase from the Grantee (i) all or any portion of the Option that then remains unexercised (or as to which the Option has been exercised but the Closing has not occurred) and (ii) all or any portion of the shares of Grantor Company Common Stock purchased by the Grantee pursuant hereto and with respect to which the Grantee then has beneficial ownershipBeneficial Ownership. The date on which the Grantee exercises its rights under this Section 17 4 is referred to as the "Request Put Date." Such repurchase shall be at an aggregate price (the "Repurchase Put Consideration") equal to the sum of: (i) the aggregate purchase price Exercise Price paid by the Grantee for any shares of Grantor Common Stock acquired pursuant to Option Shares which the Option with respect Grantee owns and as to which the Grantee then has beneficial ownershipis exercising the Put Right; (ii) the excess, if any, of the Applicable Price over the Exercise Price paid by the Grantee for each Option Share as to which the Grantee is exercising the Put Right multiplied by the number of such shares; and (iii) the excess, if any, of (x) the Applicable Price for each share of Grantor Company Common Stock over (y) the purchase Exercise Price multiplied by the number of Unexercised Option Shares as to which the Grantee is exercising the Put Right. (b) At the request of the Grantee made at any time after the first Exercise Event and ending on the First Anniversary of the Notice Date (the "Alternative Put Period"), the Company (or any successor thereto) shall, at the election of the Grantee (the "Alternative Put Right"), repurchase from the Grantee all or any portion of the shares of Company Common Stock purchased by the Grantee pursuant hereto and with respect to which the Grantee then has Beneficial Ownership. The date on which the Grantee exercises its rights under this Section 4 is referred to as the "Alternative Put Date." Such repurchase shall be at an aggregate price (subject the "Alternative Put Consideration") equal to adjustment pursuant to Section 6 hereof, the Exercise Price multiplied by the number of shares of Grantor Company Common Stock with respect to so purchased by the Company and for which the Option Alternative Put Right has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (bc) If the Grantee exercises its rights under this sectionSection 4, Grantor the Company shall, within 10 business days five Business Days after the Request DatePut Date or the Alternative Put Period, pay the Grantor Repurchase Put Consideration or the Alternative Put Consideration, as the case may be, to the Grantee in immediately available funds, and contemporaneously with such payment the Grantee shall surrender to Grantor the Company the Option or portion of the Option and the certificates evidencing the shares of Grantor Company Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and thereunder. The Grantee shall warrant that it has to the Company that, immediately prior to the repurchase thereof pursuant to this Section 4, the Grantee had sole record and beneficial ownership Beneficial Ownership of the Option or such shares shares, or both, as the case may be, and that the same are Option or such shares, or both, as the case may be, were then held free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding Liens. (d) If the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionOption has been exercised, in whole or in part, as to any Option Shares subject to the Put Right or to require that Grantor deliver from time to time that portion the Alternative Put Right but the Closing thereunder has not occurred, the payment of the Repurchase Put Consideration or the Alternative Put Consideration shall, to that it is extent, render such exercise null and void. (e) Notwithstanding any provision to the contrary in this Agreement, the Grantee may not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other exercise its rights pursuant to this Section 4 in a manner that would result in the filing cash payment to the Grantee of any such notice or application and an aggregate amount under this Section 4 of more than $225 million, including the obtaining of any such approval). If amount, if any, paid to the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase Grantee pursuant to Section 9.05 of the sectionMerger Agreement; provided, Grantor however, that nothing in this sentence shall promptly give notice of such fact to limit the Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right 's ability to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of accordance with its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Optionterms.

Repurchase at the Option of Grantee. (a) At the request of the Grantee at any time commencing upon the first occurrence of a Repurchase Event and ending 12 months immediately thereafter, Grantor shall repurchase from Grantee (i) the Option and (ii) all shares of Grantor Common Stock purchased by Grantee pursuant hereto with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 is referred to as the "Request Date." Such repurchase shall be at an aggregate price (the "Repurchase Consideration") equal to the sum of: (i) the aggregate purchase price paid by Grantee for any shares of Grantor Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; (ii) the excess, if any, of (x) the Applicable Price for each share of Grantor Common Stock over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof, multiplied by the number of shares of Grantor Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee exercises its rights under this section, Grantor shall, within 10 business days after the Request Date, pay the Grantor Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment Grantee shall surrender to Grantor the Option and the certificates evidencing the shares of Grantor Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this section, in whole or in part, or to require that Grantor deliver from time to time that portion of the Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase pursuant to the section, Grantor shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Option.the

Repurchase at the Option of Grantee. (a) At the request of the Grantee made at any time commencing upon and from time to time after the first occurrence of a Repurchase an Exercise Event and ending 12 months immediately thereafterprior to the earlier of (i) 120 days after the expiration of the Anadarko Stock Option Term and (ii) 120 days after the conditions to the payment by Anadarko of the additional $100 million fee under Section 7.5(b) of the Merger Agreement shall have occurred (the "PUT PERIOD"), Grantor shall Anadarko (or any successor thereto) shall, at the election of the Grantee (the "PUT RIGHT"), repurchase from the Grantee (i) that portion of the Anadarko Stock Option relating to all or any part of the Unexercised Anadarko Stock Option Shares (or as to which the Anadarko Stock Option has been exercised but the Closing has not occurred) and (ii) all shares or any portion of Grantor Common the Anadarko Stock Option Shares purchased by the Grantee pursuant hereto and with respect to which the Grantee then has beneficial ownership. The date on which the Grantee exercises its rights under this Section 17 5 is referred to as the "Request DatePUT DATE." Such repurchase shall be at an aggregate price (the "Repurchase ConsiderationPUT CONSIDERATION") equal to the sum of: (i) the aggregate purchase price Exercise Price paid by the Grantee for any shares of Grantor Common Anadarko Stock acquired pursuant to Option Shares which the Option with respect Grantee owns and as to which the Grantee then has beneficial ownershipis exercising the Put Right; (ii) the excess, if any, of the Applicable Price over the Exercise Price paid by the Grantee for each Anadarko Stock Option Share as to which the Grantee is exercising the Put Right multiplied by the number of such shares; and (iii) the excess, if any, of (x) the Applicable Price for each per share of Grantor Anadarko Common Stock Shares over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof, Exercise Price multiplied by the number of shares of Grantor Common Unexercised Anadarko Stock with respect Option Shares as to which the Option has not been exercised; and (iii) Grantee is exercising the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such sharesPut Right. (b) If the Grantee exercises its rights under this sectionSection 5, Grantor Anadarko shall, within 10 business days five Business Days after the Request Put Date, pay the Grantor Repurchase Put Consideration to the Grantee in immediately available funds, and contemporaneously with such payment the Grantee shall surrender to Grantor Anadarko the Anadarko Stock Option or portion of the Anadarko Stock Option and the certificates evidencing the shares of Grantor Common Anadarko Stock Option Shares purchased thereunder with respect to which Grantee then has beneficial ownership, and thereunder. The Grantee shall warrant that it has to Anadarko that, immediately prior to the repurchase thereof pursuant to this Section 5, the Grantee had sole record and beneficial ownership Beneficial Ownership of the Anadarko Stock Option or such shares shares, or both, as the case may be, and that the same are Anadarko Stock Option or such shares, or both, as the case may be, were then held free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding Liens. (c) If the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionAnadarko Stock Option has been exercised, in whole or in part, or as to require that Grantor deliver from time any Anadarko Stock Option Shares subject to time that portion the Put Right but the Closing thereunder has not occurred, the payment of the Repurchase Put Consideration shall, to that it is extent, render such exercise null and void. (d) Notwithstanding any provision to the contrary in this Agreement, the Grantee may not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase exercise its rights pursuant to this Section 5 in a manner that would result in Total Profit of more than the sectionProfit Cap; PROVIDED, Grantor HOWEVER, that nothing in this sentence shall promptly give notice of such fact to limit the Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right 's ability to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Anadarko Stock Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of accordance with its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Optionterms.

Repurchase at the Option of Grantee. (a) At the request of the Grantee at any time commencing upon the first occurrence of a Repurchase Event and ending 12 months immediately thereafter, Grantor shall repurchase from Grantee (i) the Option and (ii) all shares of Grantor Common Stock purchased by Grantee pursuant hereto with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 is referred to as the "Request Date." Such repurchase shall be at an aggregate price (the "Repurchase Consideration") equal to the sum of: (i) the aggregate purchase price paid by Grantee for any shares of Grantor Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; (ii) the excess, if any, of (x) the Applicable Price for each share of Grantor Common Stock over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof, multiplied by the number of shares of Grantor Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable payable) by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee exercises its rights under this section, Grantor shall, within 10 business days after the Request Date, pay the Grantor Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment Grantee shall surrender to Grantor the Option and the certificates evidencing the shares of Grantor Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this section, in whole or in part, or to require that Grantor deliver from time to time that portion of the Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase pursuant to the section, Grantor shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Option.

Repurchase at the Option of Grantee. (a) At the request of the Grantee made at any time commencing upon and from time to time after the first occurrence of a Repurchase an Exercise Event and ending 12 months immediately thereafterprior to 120 days after the expiration of the Option Term, Grantor shall Issuer (or any successor thereto) shall, at the election of Grantee (the "Put Right"), repurchase from Grantee (i) that portion of the Option relating to all or any part of the Unexercised Option Shares (or as to which portion the Option has been exercised but the Closing has not occurred) and (ii) all or any portion of the shares of Grantor Issuer Common Stock purchased by Grantee pursuant hereto and with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 4 is referred to as the "Request Put Date." Such Subject to Section 7 hereof, such repurchase shall be at an aggregate price (the "Repurchase Put Consideration") equal to the sum of: (i) the aggregate purchase price Exercise Price paid by Grantee for any shares of Grantor Common Stock acquired pursuant to the Option with respect Shares which Grantee owns and as to which Grantee then has beneficial ownership;is exercising the Put Right; plus (ii) the excess, if any, of (x) the Applicable Price for each share of Grantor Common Stock over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof, multiplied by the number of shares of Grantor Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof Exercise Price paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect Share as to which Grantee then has beneficial ownership, is exercising the Put Right multiplied by (y) the number of such shares; plus (iii) (x) the excess, if any, of (1) the Applicable Price over (2) the Exercise Price multiplied by (y) the number of Unexercised Option Shares as to which Grantee is exercising the Put Right. (b) If Grantee exercises its rights under this sectionSection 4, Grantor Issuer shall, within 10 business days five Business Days after the Request Put Date, pay the Grantor Repurchase Put Consideration to Grantee in immediately available funds, and contemporaneously with such payment Grantee shall surrender to Grantor Issuer the Option or portion of the Option and the certificates evidencing the shares of Grantor Issuer Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and thereunder. Grantee shall warrant that it has to Issuer that, immediately prior to the repurchase thereof pursuant to this Section 4, Grantee had sole record and beneficial ownership Beneficial Ownership of the Option or such shares shares, or both, as the case may be, and that the same are Option or such shares, or both, as the case may be, were then held free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding Liens. (c) If the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionOption has been exercised, in whole or in part, or as to require that Grantor deliver from time any Option Shares subject to time that portion the Put Right but the Closing thereunder has not occurred, the payment of the Repurchase Put Consideration shall, to that it is extent, render such exercise null and void. (d) Notwithstanding any provision to the contrary in this Agreement, Grantee may not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase exercise its rights pursuant to this Section 4 in a manner that would result in Total Profit of more than the sectionProfit Cap; provided, Grantor however, that nothing in this sentence shall promptly give notice of such fact to limit Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right 's ability to exercise the Option as to for the applicable number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option Shares in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of accordance with its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Optionterms.

Repurchase at the Option of Grantee. (a) At Subject to the last sentence of Section 2(a) of this Agreement, at the request of the Grantee at any time commencing upon the first occurrence of a Repurchase Event (as defined in Section 7(d)) and ending 12 months immediately at the close of business 365 days thereafter, Grantor Issuer shall repurchase from Grantee (i) the Option and (ii) all shares of Grantor Issuer Common Stock purchased by Grantee pursuant hereto with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 7 is referred to as the "Request Date." Such repurchase shall be at an aggregate price (the "Section 7 Repurchase Consideration") equal to the sum of: (i) the aggregate purchase price Purchase Price paid by Grantee for any shares of Grantor Issuer Common Stock acquired pursuant to complete or partial exercise of the Option with respect to which Grantee then has beneficial ownership; (ii) the excess, if any, of (x) the Applicable Price (as defined below) for each share of Grantor Issuer Common Stock over (y) the purchase price Purchase Price (subject to adjustment pursuant to Section 6 hereof6), multiplied by the number of shares of Grantor Issuer Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price Purchase Price (subject to adjustment pursuant to Section 6 hereof 6) paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable payable) by Grantee for each share of Grantor Issuer Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee exercises its rights under this sectionSection 7, Grantor Issuer shall, within 10 ten (10) business days after the Request Date, pay the Grantor Section 7 Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment Grantee shall surrender to Grantor Issuer the Option and the certificates evidencing the shares of Grantor Issuer Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior notification to or approval consent of the Federal Reserve Board or other any regulatory authority is required in connection with the repayment payment of all or any portion of the Section 7 Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this section, in whole or in partConsideration, or to require that Grantor Issuer is prohibited under applicable law or regulation, or as a consequence of administrative policy, from repurchasing the Option and/or the Option Shares in full, Issuer shall immediately so notify Grantee and thereafter deliver from time to time time, and as permitted by applicable law or regulation, that portion of the Section 7 Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase pursuant to the section, Grantor shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of its determination under the preceding sentence within five (5) business days after the date on which Issuer is no longer prohibited; provided, however, that if Issuer at any time is prohibited under applicable law or regulation, or as a consequence of receipt administrative policy, from delivering to the Grantee the Section 7 Repurchase Consideration, in full (and Issuer hereby undertakes to use its best efforts to obtain all required consents of regulatory authorities and to file any required notices as promptly as practicable in order to accomplish such repurchase), the Grantee may, at its option, revoke its request that Issuer repurchase the Option or the Option Shares either in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to the Grantee that portion of the Section 7 Repurchase Consideration that Issuer is not prohibited from delivering; and (ii) deliver, to the Grantee either (A) a new Stock Option Agreement evidencing the right of Issuer to purchase that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock for which the surrendered Stock Option Agreement was exercisable at the time of delivery of the notice of disapproval repurchase by a fraction, the numerator of which is the purchaseSection 7 Repurchase Consideration less the portion thereof theretofore delivered to the Grantee and the denominator of which is the Section 7 Repurchase Consideration, or (B) a certificate for the Option Shares it is then prohibited from repurchasing. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section Section 7 shall terminate on the date of termination Termination Date of this OptionOption pursuant to Section 2(a) of this Agreement. (c) For purposes of this Agreement, the "Applicable Price" means the highest of: (i) the highest price per share of Issuer Common Stock paid for any such share by the person or groups described in Section 7(d)(i) below; (ii) the price per share of Issuer Common Stock received by holders of Issuer Common Stock in connection with any merger or other business combination transaction described in Section 6(b)(i), 6(b)(ii) or 6(b)(iii) above; or (iii) the highest last sales price per share of Issuer Common Stock quoted on any national securities exchange (including the NASDAQ - National Market System) (or if Issuer Common Stock is not quoted on any such national securities exchange, the highest bid price per share as quoted on the principal trading market or securities exchange on which such shares are traded as reported by a recognized source chosen by Grantee) during the thirty (30) business days preceding the Request Date; provided, however, that in the event of a sale of less than all of Issuer's assets, the Applicable Price shall be the sum of the price paid in such sale for such assets and the current market value of the remaining assets of Issuer as determined by a nationally recognized investment banking firm selected by Grantee, divided by the number of shares of the Issuer Common Stock outstanding at the time of such sale. If the consideration to be offered, paid or received pursuant to either of the foregoing clauses (i) or (ii) shall be other than in cash, the value of such consideration shall be determined in good faith by an independent nationally recognized investment banking firm selected by Grantee and reasonably acceptable to Issuer, which determination shall be conclusive for all purposes of this Agreement.

Repurchase at the Option of Grantee. (a) At the request of the Grantee made at any time commencing upon and from time to time after the first occurrence of a Repurchase an Exercise Event and ending 12 months immediately thereafterprior to 120 days after the expiration of the Option Term (the "Put Period"), Grantor shall the Company (or any successor thereto) shall, at the election of the Grantee (the "Put Right"), repurchase from the Grantee (i) that portion of the Option relating to all or any part of the Unexercised Option Shares (or as to which the Option has been exercised but the Closing has not occurred) and (ii) all shares or any portion of Grantor the Option Shares of Devon Common Stock purchased by the Grantee pursuant hereto upon exercise of the Option (or any portion thereof) and with respect to which the Grantee then has beneficial ownership. The date on which the Grantee exercises its rights under this Section 17 4 is referred to as the "Request Put Date." Such repurchase shall be at an aggregate price (the "Repurchase Put Consideration") equal to the sum of: (i) the aggregate purchase price Exercise Price paid by the Grantee for any shares of Grantor Common Stock acquired pursuant to Option Shares which the Option with respect Grantee owns and as to which the Grantee then has beneficial ownershipis exercising the Put Right; (ii) the excess, if any, of (x) the Applicable Price for each per share of Grantor Devon Common Stock over (y) the purchase price (subject Exercise Price paid by the Grantee for each Option Share as to adjustment pursuant to Section 6 hereofwhich the Grantee is exercising the Put Right, multiplied by the number of shares of Grantor Common Stock with respect to which the such Option has not been exercisedShares; and (iii) the excess, if any, of (x) the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable by Grantee for each per share of Grantor Devon Common Stock with respect to which over (y) the Option has been exercised and with respect to which Grantee then has beneficial ownershipExercise Price, multiplied by the number of such sharesUnexercised Option Shares as to which the Grantee is exercising the Put Right. (b) If the Grantee exercises its rights under this sectionSection 4, Grantor the Company shall, within 10 business days five Business Days after the Request Put Date, pay the Grantor Repurchase Put Consideration to the Grantee in immediately available funds, and contemporaneously with such payment the Grantee shall surrender to Grantor the Company the Option or portion of the Option and the certificates evidencing the shares Option Shares of Grantor Devon Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and thereunder. The Grantee shall warrant that it has to the Company that, immediately prior to the repurchase thereof pursuant to this Section 4, the Grantee had sole record and beneficial ownership Beneficial Ownership of the Option or such shares Option Shares, or both, as the case may be, and that the same are Option or such shares, or both, as the case may be, were then held free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding Liens. (c) If the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionOption has been exercised, in whole or in part, or as to require that Grantor deliver from time any Option Shares subject to time that portion the Put Right but the Closing thereunder has not occurred, the payment of the Repurchase Put Consideration shall, to that it is extent, render such exercise null and void. (d) Notwithstanding any provision to the contrary in this Agreement, the Grantee may not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase exercise its rights pursuant to this Section 4 in a manner that would result in Total Profit of more than the sectionProfit Cap; PROVIDED, Grantor HOWEVER, that nothing in this sentence shall promptly give notice of such fact to limit the Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right 's ability to exercise the Option as to in accordance with its terms. (e) To the number of Option shares for which extent that the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by Company is prohibited under applicable Law from repurchasing the portion of the Option (if any) or the Option Shares pursuant to this Section 4, the Company shall immediately so notify Grantee and thereafter deliver, from time to time, to Grantee the portion of the Put Consideration that has been repurchased. Grantee shall notify Grantor of its determination under the preceding sentence it is no longer prohibited from delivering, within five (5) business days of receipt of notice of disapproval Business Days after the date on which the Company is no longer so prohibited; PROVIDED, HOWEVER, that if the Company at any time after the Put Date is prohibited under applicable Law from delivering to Grantee the full amount of the purchase. Notwithstanding anything herein Put Consideration, Grantee may rescind the exercise of the Put Right, whether in whole, in part or to the contraryextent of the prohibition, and, to the extent rescinded, no part of the amounts, terms or the rights with respect to the Option or Put Right shall be changed or affected as if such Put Right was not exercised. The Company shall use its reasonable best efforts to obtain all of Grantee's rights under this section required regulatory and legal approvals and to file any required notices to permit Grantee to exercise its Put Right and shall terminate use its reasonable best efforts to avoid or cause to be rescinded or rendered inapplicable any prohibition on the date Company's repurchase of termination of this Optionthe Option or the Option Shares.

Repurchase at the Option of Grantee. (a) At the request of the Grantee at any time commencing upon after the first occurrence of a Repurchase Purchase Event and ending 12 months immediately thereafterthat occurs prior to the Expiration Date, Grantor upon the written notice (the "Cash Exercise Notice") of Holder delivered to Issuer prior to the Expiration Date, Issuer shall repurchase from Grantee Holder (i) the Option and (ii) all shares of Grantor Common Stock Option Shares theretofore purchased by Grantee Holder pursuant hereto with respect to which Grantee Holder then has beneficial ownership. The date on which Grantee Holder exercises its rights under this Section 17 8 is referred to as the "Request Date." Such repurchase shall be at an aggregate price (the "Repurchase Consideration") equal to the sum of: (i) the aggregate purchase price Purchase Price paid by Grantee Holder for any shares of Grantor Common Stock Option Shares acquired pursuant to the Option with respect to which Grantee Holder then has beneficial ownership; (ii) (x) the excess, if any, of (xA) the Applicable Price (as defined below) for each share of Grantor Common Stock Option Share over (yB) the purchase price Purchase Price per Option Share (subject to adjustment pursuant to Section 6 hereof7(a)), multiplied by (y) the number of shares of Grantor Common Stock Option Shares (subject to adjustment pursuant to Secton 7) with respect to which the Option has not been exercised; and (iii) (A) the excess, if any, of the Applicable Price over the purchase price Purchase Price (subject to adjustment pursuant to Section 6 hereof 7(a)) paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable payable) by Grantee Holder for each share of Grantor Common Stock Option Share with respect to which the Option has been exercised and with respect to which Grantee Holder then has beneficial ownership, multiplied by (B) the number of such shares. (b) If Grantee Holder exercises its rights under this sectionSection 8, Grantor Issuer shall, within 10 business days after the Request Date, pay the Grantor Repurchase Consideration to Grantee Holder in immediately available funds, and contemporaneously with such payment Grantee Holder shall surrender to Grantor Issuer the Option and the certificates evidencing the shares of Grantor Common Stock Option Shares purchased thereunder with respect to which Grantee Holder then has beneficial ownershipownership and has designated to be repurchased, and Grantee Holder shall warrant represent that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. . (c) Notwithstanding the foregoingprovisions hereof to the contrary, to the extent that prior notification to Issuer is prohibited under applicable law, regulation or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of administrative policy from repurchasing all or any portion of the Repurchase Consideration Grantee Option or Option Shares, then (i) Issuer shall have the ongoing option promptly give notice of such fact to revoke its request for repurchase pursuant to this sectionHolder; (ii) Issuer shall, in whole or in part, or to require that Grantor deliver from time to time subject to the last sentence of this Section 8(c), deliver to Holder that portion of the Repurchase Consideration that it is not then so prohibited from paying and paying; (iii) at Holder's request, Issuer shall promptly file the any required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing same. After Holder's receipt of any such notice or application and the obtaining from Issuer, Issuer shall not be in breach of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed its repurchase pursuant obligation hereunder to the sectionextent it is or remains, Grantor shall promptly give notice of such fact despite reasonable efforts to Granteeobtain any required approvals, legally prohibited from repurchasing the Option or Option Shares. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee Holder shall have the right (iA) to revoke its request for repurchase with respect to the repurchase requestportion of the Option or Option Shares that Issuer is prohibited from repurchasing, or (iiB) to require Issuer to deliver to Holder the Option and/or Option Shares Issuer is prohibited from repurchasing, and (C) subject to compliance with and only to the extent permitted by the Federal Reserve Board or other agencyapplicable law and any Governmental Approval, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares Shares for which the Option was exercisable at the Request Date less the number of such Option Shares in respect of which the Repurchase Consideration has been lawfully paid. If the Expiration Date occurs prior to, or is scheduled to occur within, 180 days after the date of the notice by Issuer described in clause 8(c)(i) above, then, notwithstanding the occurrence of the Expiration Date, Holder shall have the right to receive the Repurchase Consideration to the extent Issuer is or becomes, within a 180 day period from the date of such notice by Issuer, legally permitted to repurchase. Except as set forth in the preceding sentence, Holder's repurchase rights under this Agreement shall terminate concurrently with the termination of Holder's right to exercise the Option, pursuant to Section 3(a). (d) For purposes of this Agreement, the "Applicable Price" means the highest of (i) the highest price per share of Issuer Common Stock paid for any such share by the person or groups described in Section 3(b)(iii), (ii) the price per share of Issuer Common Stock received by holders of Issuer Common Stock in connection with any Tender Offer, Exchange Offer transaction described in Section 3(c)(iii), or (iii) the highest bid price per share of Issuer Common Stock on The Nasdaq Stock Market or other principal trading market or securities exchange on which such shares are traded as reported by a recognized source selected by Holder during the 60 business days preceding the Request Date; PROVIDED, HOWEVER, that in the event of a sale of less than all of Issuer's assets, the Applicable Price shall be the sum of the price paid in such sale for such assets or deposit liabilities and the current market value of the remaining consolidated net assets of Issuer as determined by a nationally recognized investment banking firm selected by Holder (or the Holder Majority) and reasonably acceptable to Issuer, divided by the number of shares covered by of the Option in respect Issuer Common Stock outstanding at the time of which payment has been made such sale. If the consideration to be offered, paid or received pursuant to this section and the number of shares covered by the portion either of the Option foregoing clauses (if anyi) that has been repurchased. Grantee or (ii) shall notify Grantor be other than in cash, the value of its such consideration shall be determined in good faith by an independent nationally recognized investment banking firm selected by Holder (or the Holder Majority) and reasonably acceptable to Issuer, which determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, shall be conclusive for all of Grantee's rights under this section shall terminate on the date of termination purposes of this OptionAgreement.

Repurchase at the Option of Grantee. (a) At the request of the Grantee made at any time commencing upon and from time to time after the first occurrence of a Repurchase an Exercise Event and ending 12 months immediately thereafterprior to the earlier of (i) 120 days after the expiration of the UPR Stock Option Term and (ii) 120 days after the conditions to the payment by UPR of the additional $100 million fee under Section 7.5(a) of the Merger Agreement shall have occurred (the "Put Period"), Grantor shall UPR (or any successor thereto) shall, at the election of the Grantee (the "Put Right"), repurchase from the Grantee (i) that portion of the UPR Stock Option relating to all or any part of the Unexercised UPR Stock Option Shares (or as to which the UPR Stock Option has been exercised but the Closing has not occurred) and (ii) all shares or any portion of Grantor Common the UPR Stock Option Shares purchased by the Grantee pursuant hereto and with respect to which the Grantee then has beneficial ownership. The date on which the Grantee exercises its rights under this Section 17 5 is referred to as the "Request Put Date." Such repurchase shall be at an aggregate price (the "Repurchase Put Consideration") equal to the sum of: (i) the aggregate purchase price Exercise Price paid by the Grantee for any shares of Grantor Common UPR Stock acquired pursuant to Option Shares which the Option with respect Grantee owns and as to which the Grantee then has beneficial ownershipis exercising the Put Right; (ii) the excess, if any, of the Applicable Price over the Exercise Price paid by the Grantee for each UPR Stock Option Share as to which the Grantee is exercising the Put Right multiplied by the number of such shares; and (iii) the excess, if any, of (x) the Applicable Price for each per share of Grantor UPR Common Stock over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof, Exercise Price multiplied by the number of shares of Grantor Common Unexercised UPR Stock with respect Option Shares as to which the Option has not been exercised; and (iii) Grantee is exercising the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such sharesPut Right. (b) If the Grantee exercises its rights under this sectionSection 5, Grantor UPR shall, within 10 business days five Business Days after the Request Put Date, pay the Grantor Repurchase Put Consideration to the Grantee in immediately available funds, and contemporaneously with such payment the Grantee shall surrender to Grantor UPR the UPR Stock Option or portion of the UPR Stock Option and the certificates evidencing the shares of Grantor Common UPR Stock Option Shares purchased thereunder with respect to which Grantee then has beneficial ownership, and thereunder. The Grantee shall warrant that it has to UPR that, immediately prior to the repurchase thereof pursuant to this Section 5, the Grantee had sole record and beneficial ownership Beneficial Ownership of the UPR Stock Option or such shares shares, or both, as the case may be, and that the same are UPR Stock Option or such shares, or both, as the case may be, were then held free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding Liens. (c) If the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionUPR Stock Option has been exercised, in whole or in part, or as to require that Grantor deliver from time any UPR Stock Option Shares subject to time that portion the Put Right but the Closing thereunder has not occurred, the payment of the Repurchase Put Consideration shall, to that it is extent, render such exercise null and void. (d) Notwithstanding any provision to the contrary in this Agreement, the Grantee may not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase exercise its rights pursuant to this Section 5 in a manner that would result in Total Profit of more than the sectionProfit Cap; provided, Grantor however, that nothing in this sentence shall promptly give notice of such fact to limit the Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right 's ability to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the UPR Stock Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of accordance with its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Optionterms.

Repurchase at the Option of Grantee. (a) At the request of the Grantee made at any time commencing upon and from time to time after the first occurrence of a Repurchase an Exercise Event and ending 12 months immediately thereafterprior to the earlier of (i) 120 days after the expiration of the Anadarko Stock Option Term and (ii) 120 days after the conditions to the payment by Anadarko of the additional $100 million fee under Section 7.5(b) of the Merger Agreement shall have occurred (the "Put Period"), Grantor shall Anadarko (or any successor thereto) shall, at the election of the Grantee (the "Put Right"), repurchase from the Grantee (i) that portion of the Anadarko Stock Option relating to all or any part of the Unexercised Anadarko Stock Option Shares (or as to which the Anadarko Stock Option has been exercised but the Closing has not occurred) and (ii) all shares or any portion of Grantor Common the Anadarko Stock Option Shares purchased by the Grantee pursuant hereto and with respect to which the Grantee then has beneficial ownership. The date on which the Grantee exercises its rights under this Section 17 5 is referred to as the "Request Put Date." Such repurchase shall be at an aggregate price (the "Repurchase Put Consideration") equal to the sum of: (i) the aggregate purchase price Exercise Price paid by the Grantee for any shares of Grantor Common Anadarko Stock acquired pursuant to Option Shares which the Option with respect Grantee owns and as to which the Grantee then has beneficial ownershipis exercising the Put Right; (ii) the excess, if any, of the Applicable Price over the Exercise Price paid by the Grantee for each Anadarko Stock Option Share as to which the Grantee is exercising the Put Right multiplied by the number of such shares; and (iii) the excess, if any, of (x) the Applicable Price for each per share of Grantor Anadarko Common Stock Shares over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof, Exercise Price multiplied by the number of shares of Grantor Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee exercises its rights under this section, Grantor shall, within 10 business days after the Request Date, pay the Grantor Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment Grantee shall surrender to Grantor the Option and the certificates evidencing the shares of Grantor Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this section, in whole or in part, or to require that Grantor deliver from time to time that portion of the Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase pursuant to the section, Grantor shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Option.number

Repurchase at the Option of Grantee. (a) a. At the request of the Grantee made at any time commencing upon and from time to time after the first occurrence of a Repurchase an Exercise Event and ending 12 months immediately thereafterprior to 120 days after the expiration of the Option Term, Grantor shall Issuer (or any successor thereto) shall, at the election of Grantee (the "Put Right"), repurchase from Grantee (i) that portion of the Option relating to all or any part of the Unexercised Option Shares (or as to which portion the Option has been exercised but the Closing has not occurred) and (ii) all or any portion of the shares of Grantor Issuer Common Stock purchased by Grantee pursuant hereto and with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 4 is referred to as the "Request Put Date." Such Subject to Section 7 hereof, such repurchase shall be at an aggregate price (the "Repurchase Put Consideration") equal to the sum of: (i) the aggregate purchase price Exercise Price paid by Grantee for any shares of Grantor Common Stock acquired pursuant to the Option with respect Shares which Grantee owns and as to which Grantee then has beneficial ownership;is exercising the Put Right; plus (ii) the excess, if any, of (x) the Applicable Price for each share of Grantor Common Stock over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof, multiplied by the number of shares of Grantor Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof Exercise Price paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect Share as to which Grantee then has beneficial ownership, is exercising the Put Right multiplied by (y) the number of such shares; plus (iii) (x) the excess, if any, of (1) the Applicable Price over (2) the Exercise Price multiplied by (y) the number of Unexercised Option Shares as to which Grantee is exercising the Put Right. (b) b. If Grantee exercises its rights under this sectionSection 4, Grantor Issuer shall, within 10 business days five Business Days after the Request Put Date, pay the Grantor Repurchase Put Consideration to Grantee in immediately available funds, and contemporaneously with such payment Grantee shall surrender to Grantor Issuer the Option or portion of the Option and the certificates evidencing the shares of Grantor Issuer Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and thereunder. Grantee shall warrant that it has to Issuer that, immediately prior to the repurchase thereof pursuant to this Section 4, Grantee had sole record and beneficial ownership Beneficial Ownership of the Option or such shares shares, or both, as the case may be, and that the same are Option or such shares, or both, as the case may be, were then held free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding Liens. c. If the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionOption has been exercised, in whole or in part, or as to require that Grantor deliver from time any Option Shares subject to time that portion the Put Right but the Closing thereunder has not occurred, the payment of the Repurchase Put Consideration shall, to that it is extent, render such exercise null and void. d. Notwithstanding any provision to the contrary in this Agreement, Grantee may not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase exercise its rights pursuant to this Section 4 in a manner that would result in Total Profit of more than the sectionProfit Cap; provided, Grantor however, that nothing in this sentence shall promptly give notice of such fact to limit Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right 's ability to exercise the Option as to for the applicable number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option Shares in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of accordance with its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Optionterms.

Repurchase at the Option of Grantee. (a) At the request of the Grantee made at any time commencing upon and from time to time after the first occurrence of a Repurchase an Exercise Event and ending 12 months immediately thereafterprior to the earlier of (i) 120 days after the expiration of the UPR Stock Option Term and (ii) 120 days after the conditions to the payment by UPR of the additional $100 million fee under Section 7.5(a) of the Merger Agreement shall have occurred (the "PUT PERIOD"), Grantor shall UPR (or any successor thereto) shall, at the election of the Grantee (the "PUT RIGHT"), repurchase from the Grantee (i) that portion of the UPR Stock Option relating to all or any part of the Unexercised UPR Stock Option Shares (or as to which the UPR Stock Option has been exercised but the Closing has not occurred) and (ii) all shares or any portion of Grantor Common the UPR Stock Option Shares purchased by the Grantee pursuant hereto and with respect to which the Grantee then has beneficial ownership. The date on which the Grantee exercises its rights under this Section 17 5 is referred to as the "Request DatePUT DATE." Such repurchase shall be at an aggregate price (the "Repurchase ConsiderationPUT CONSIDERATION") equal to the sum of: (i) the aggregate purchase price Exercise Price paid by the Grantee for any shares of Grantor Common UPR Stock acquired pursuant to Option Shares which the Option with respect Grantee owns and as to which the Grantee then has beneficial ownershipis exercising the Put Right; (ii) the excess, if any, of the Applicable Price over the Exercise Price paid by the Grantee for each UPR Stock Option Share as to which the Grantee is exercising the Put Right multiplied by the number of such shares; and (iii) the excess, if any, of (x) the Applicable Price for each per share of Grantor UPR Common Stock over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof, Exercise Price multiplied by the number of shares of Grantor Common Unexercised UPR Stock with respect Option Shares as to which the Option has not been exercised; and (iii) Grantee is exercising the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such sharesPut Right. (b) If the Grantee exercises its rights under this sectionSection 5, Grantor UPR shall, within 10 business days five Business Days after the Request Put Date, pay the Grantor Repurchase Put Consideration to the Grantee in immediately available funds, and contemporaneously with such payment the Grantee shall surrender to Grantor UPR the UPR Stock Option or portion of the UPR Stock Option and the certificates evidencing the shares of Grantor Common UPR Stock Option Shares purchased thereunder with respect to which Grantee then has beneficial ownership, and thereunder. The Grantee shall warrant that it has to UPR that, immediately prior to the repurchase thereof pursuant to this Section 5, the Grantee had sole record and beneficial ownership Beneficial Ownership of the UPR Stock Option or such shares shares, or both, as the case may be, and that the same are UPR Stock Option or such shares, or both, as the case may be, were then held free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding Liens. (c) If the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionUPR Stock Option has been exercised, in whole or in part, or as to require that Grantor deliver from time any UPR Stock Option Shares subject to time that portion the Put Right but the Closing thereunder has not occurred, the payment of the Repurchase Put Consideration shall, to that it is extent, render such exercise null and void. (d) Notwithstanding any provision to the contrary in this Agreement, the Grantee may not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase exercise its rights pursuant to this Section 5 in a manner that would result in Total Profit of more than the sectionProfit Cap; PROVIDED, Grantor HOWEVER, that nothing in this sentence shall promptly give notice of such fact to limit the Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right 's ability to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the UPR Stock Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of accordance with its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Optionterms.

Repurchase at the Option of Grantee. (a) At the request of the Grantee made at any time commencing upon during a period of sixty (60) days after the first occurrence termination fee for which provision is made in Section 9.05(d) of a Repurchase Event and ending 12 months immediately thereafterthe Merger Agreement becomes payable (the "Put Period"), Grantor shall the Company (or any successor thereto) shall, at the election of the Grantee (the "Put Right"), repurchase from the Grantee (i) all or any portion of the Option that then remains unexercised (or as to which the Option has been exercised but the Closing has not occurred) and (ii) all or any portion of the shares of Grantor Company Common Stock purchased by the Grantee pursuant hereto and with respect to which the Grantee then has beneficial ownershipBeneficial Ownership. The date on which the Grantee exercises its rights under this Section 17 4 is referred to as the "Request Put Date." Such repurchase shall be at an aggregate price (the "Repurchase Put Consideration") equal to the sum of: (i) the aggregate purchase price Exercise Price paid by the Grantee for any shares of Grantor Common Stock acquired pursuant to Option Shares which the Option with respect Grantee owns and as to which the Grantee then has beneficial ownershipis exercising the Put Right; (ii) the excess, if any, of the Applicable Price over the Exercise Price paid by the Grantee for each Option Share as to which the Grantee is exercising the Put Right multiplied by the number of such shares; and (iii) the excess, if any, of (x) the Applicable Price for each share of Grantor Company Common Stock over (y) the purchase Exercise Price multiplied by the number of Unexercised Option Shares as to which the Grantee is exercising the Put Right. (b) At the request of the Grantee made at any time after the first Exercise Event and ending on the First Anniversary of the Notice Date (the "Alternative Put Period"), the Company (or any successor thereto) shall, at the election of the Grantee (the "Alternative Put Right"), repurchase from the Grantee all or any portion of the shares of Company Common Stock purchased by the Grantee pursuant hereto and with respect to which the Grantee then has Beneficial Ownership. The date on which the Grantee exercises its rights under this Section 4 is referred to as the "Alternative Put Date." Such repurchase shall be at an aggregate price (subject the "Alternative Put Consideration") equal to adjustment pursuant to Section 6 hereof, the Exercise Price multiplied by the number of shares of Grantor Company Common Stock with respect to so purchased by the Company and for which the Option Alternative Put Right has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (bc) If the Grantee exercises its rights under this sectionSection 4, Grantor the Company shall, within 10 business days five Business Days after the Request DatePut Date or the Alternative Put Period, pay the Grantor Repurchase Put Consideration or the Alternative Put Consideration, as the case may be, to the Grantee in immediately available funds, and contemporaneously with such payment the Grantee shall surrender to Grantor the Company the Option or portion of the Option and the certificates evidencing the shares of Grantor Company Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and thereunder. The Grantee shall warrant that it has to the Company that, immediately prior to the repurchase thereof pursuant to this Section 4, the Grantee had sole record and beneficial ownership Beneficial Ownership of the Option or such shares shares, or both, as the case may be, and that the same are Option or such shares, or both, as the case may be, were then held free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding Liens. (d) If the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionOption has been exercised, in whole or in part, as to any Option Shares subject to the Put Right or to require that Grantor deliver from time to time that portion the Alternative Put Right but the Closing thereunder has not occurred, the payment of the Repurchase Put Consideration or the Alternative Put Consideration shall, to that it is extent, render such exercise null and void. (e) Notwithstanding any provision to the contrary in this Agreement, the Grantee may not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other exercise its rights pursuant to this Section 4 in a manner that would result in the filing cash payment to the Grantee of any such notice or application and an aggregate amount under this Section 4 of more than $225 million, including the obtaining of any such approval). If amount, if any, paid to the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase Grantee pursuant to Section 9.05 of the sectionMerger Agreement; PROVIDED, Grantor HOWEVER, that nothing in this sentence shall promptly give notice of such fact to limit the Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right 's ability to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of accordance with its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Optionterms.

Repurchase at the Option of Grantee. (a) At the request of the Grantee made at any time commencing upon and from time to time after the first occurrence of a Repurchase an Exercise Event and ending 12 months immediately thereafterprior to 120 days after the expiration of the Option Term (the "Put Period"), Grantor shall the Company (or any successor thereto) shall, at the election of the Grantee (the "Put Right"), repurchase from the Grantee (i) that portion of the Option relating to all or any part of the Unexercised Option Shares (or as to which the Option has been exercised but the Closing has not occurred) and (ii) all or any portion of the shares of Grantor DVN Common Stock purchased by the Grantee pursuant hereto and with respect to which the Grantee then has beneficial ownership. The date on which the Grantee exercises its rights under this Section 17 4 is referred to as the "Request Put Date." Such repurchase shall be at an aggregate price (the "Repurchase Put Consideration") equal to the sum of: (i) the aggregate purchase price Exercise Price paid by the Grantee for any shares of Grantor Common Stock acquired pursuant to Option Shares which the Option with respect Grantee owns and as to which the Grantee then has beneficial ownershipis exercising the Put Right; (ii) the excess, if any, of the Applicable Price over the Exercise Price paid by the Grantee for each Option Share as to which the Grantee is exercising the Put Right multiplied by the number of such shares; and (iii) the excess, if any, of (x) the Applicable Price for each per share of Grantor DVN Common Stock over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof, Exercise Price multiplied by the number of shares of Grantor Common Stock with respect Unexercised Option Shares as to which the Option has not been exercised; and (iii) Grantee is exercising the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such sharesPut Right. (b) If the Grantee exercises its rights under this sectionSection 4, Grantor the Company shall, within 10 business days five Business Days after the Request Put Date, pay the Grantor Repurchase Put Consideration to the Grantee in immediately available funds, and contemporaneously with such payment the Grantee shall surrender to Grantor the Company the Option or portion of the Option and the certificates evidencing the shares of Grantor DVN Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and thereunder. The Grantee shall warrant that it has to the Company that, immediately prior to the repurchase thereof pursuant to this Section 4, the Grantee had sole record and beneficial ownership Beneficial Ownership of the Option or such shares shares, or both, as the case may be, and that the same are Option or such shares, or both, as the case may be, were then held free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding Liens. (c) If the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionOption has been exercised, in whole or in part, or as to require that Grantor deliver from time any Option Shares subject to time that portion the Put Right but the Closing thereunder has not occurred, the payment of the Repurchase Put Consideration shall, to that it is extent, render such exercise null and void. (d) Notwithstanding any provision to the contrary in this Agreement, the Grantee may not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase exercise its rights pursuant to this Section 4 in a manner that would result in Total Profit of more than the sectionProfit Cap; provided, Grantor however, that nothing in this sentence shall promptly give notice of such fact to limit the Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right 's ability to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of accordance with its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Optionterms.

Repurchase at the Option of Grantee. (a) At the request of the Grantee at any time commencing upon the first occurrence of a Repurchase Event and ending 12 months immediately thereafter, Grantor shall repurchase from Grantee (i) the Option and (ii) all shares of Grantor Common Stock purchased by Grantee pursuant hereto with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 section is referred to as the "Request Date." Such repurchase shall be at an aggregate price (the "Repurchase Consideration") equal to the lesser of (X) the sum of: (i) the aggregate purchase exercise price paid by Grantee for any shares of Grantor Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; (ii) the excess, if any, of (x) the Applicable Price for each share of Grantor Common Stock over (y) the purchase exercise price (subject to adjustment pursuant to under Section 6 hereof6, multiplied by the number of shares of Grantor Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase exercise price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable payable) by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. or (Y) the aggregate dollar amount equal to the difference between $4.5 million and the break-up fee paid in accordance with Section 5.03(b) of the Merger Agreement. (b) If Grantee exercises its rights under this section, Grantor shall, within 10 business days after the Request Date, pay the Grantor Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment Grantee shall surrender to Grantor the Option and the certificates evidencing the shares of Grantor Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this section, in whole or in part, or to require that Grantor deliver from time to time that portion of the Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase pursuant to the section, Grantor shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Option.

Repurchase at the Option of Grantee. (a) At Subject to the last sentence of Section 3(a), at the request of the Grantee at any time commencing upon the first occurrence of a Repurchase Event (as defined in Section 8(d)) and ending 12 months immediately thereafter, Grantor Issuer shall repurchase from Grantee (i) the Option and (ii) all shares of Grantor Issuer Common Stock purchased by Grantee pursuant hereto with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 8 is referred to as the "Request Date." Such repurchase shall be at an aggregate price (the "Section 8 Repurchase Consideration") equal to the sum of: (i) the aggregate purchase price Purchase Price paid by Grantee for any shares of Grantor Issuer Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; (ii) the excess, if any, of (x) the Applicable Price (as defined below) for each share of Grantor Issuer Common Stock over (y) the purchase price Purchase Price (subject to adjustment pursuant to Section 6 hereof7), multiplied by the number of shares of Grantor Issuer Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price Purchase Price (subject to adjustment pursuant to Section 6 hereof 7) paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable payable) by Grantee for each share of Grantor Issuer Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee exercises its rights under this sectionSection 8, Grantor Issuer shall, within 10 ten business days after the Request Date, pay the Grantor Section 8 Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment Grantee shall surrender to Grantor Issuer the Option and the certificates evidencing the shares of Grantor Issuer Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges charges, and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment payment of all or any portion of the Section 8 Repurchase Consideration Consideration, Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionSection 8, in whole or in part, or to require that Grantor Issuer deliver from time to time that portion of the Section 8 Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of GrantorIssuer's proposed repurchase pursuant to the sectionthis Section 8, Grantor Issuer shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, request or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase repurchase should apply to the Option and or and/or Option shares Shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares Shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section Section 8(a)(ii) and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor Issuer of its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchaserepurchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section Section 8 shall terminate on the date of termination of this OptionOption pursuant to Section 3(a). (c) For purposes of this Agreement, the "Applicable Price" means the highest of (i) the highest price per share of Issuer Common Stock paid for any such share by the person or groups described in Section 8(d)(i), (ii) the price per share of Issuer Common Stock received by holders of Issuer Common Stock in connection with any merger or other business combination transaction described in Section 7(b)(i), 7(b)(ii), or 7(b)(iii), or (iii) the highest closing sales price per share of Issuer Common Stock quoted on the Nasdaq National Market (or if Issuer Common Stock is not quoted on the Nasdaq National Market, the highest bid price per share as quoted on the principal trading market or securities exchange on which such shares are traded as reported by a recognized source chosen by Grantee) during the 60 business days preceding the Request Date; provided, however, that in the event of a sale of less than all of Issuer's Assets, the Applicable Price shall be the sum of the price paid in such sale for such Assets and the current market value of the remaining Assets of Issuer as determined by an independent nationally recognized investment banking firm selected by Grantee and reasonably acceptable to Issuer (which determination shall be conclusive for all purposes of this Agreement), divided by the number of shares of the Issuer Common Stock outstanding at the time of such sale. If the consideration to be offered, paid, or received pursuant to either of the foregoing clauses (i) or (ii) shall be other than in cash, the value of such consideration shall be determined in good faith by an independent nationally recognized investment banking firm selected by Grantee and reasonably acceptable to Issuer, which determination shall be conclusive for all purposes of this Agreement.

Repurchase at the Option of Grantee. (a) At the request of the Grantee at any time during the period commencing upon the first occurrence of a Repurchase Event (as defined below) and ending 12 twelve (12) months immediately thereafter, Grantor Issuer (or any successor entity thereof) shall repurchase from Grantee (ix) the Option, unless the Option shall have expired or been terminated in accordance with the terms hereof, and (iiy) all shares of Grantor Issuer Common Stock purchased by Grantee pursuant hereto to the Option with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 7 is referred to as the "Request Date." Such repurchase shall be at an aggregate price (the "Section 7 Repurchase Consideration") equal to the sum of: : (i) the aggregate purchase exercise price paid by Grantee for any shares of Grantor Issuer Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; ; (ii) the excess, if any, of (x) the Applicable Price (as defined below) for each share of Grantor Issuer Common Stock over (y) the purchase price Purchase Price (subject to adjustment pursuant to Section 6 hereof6), multiplied by the number of shares of Grantor Issuer Common Stock with respect to which the Option has not been exercised; and and (iii) the excess, if any, of the Applicable Price over the purchase price Purchase Price (subject to adjustment pursuant to Section 6 hereof 6) paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable payable) by Grantee for each share of Grantor Issuer Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee exercises its rights under this sectionSection 7, Grantor Issuer shall, within 10 ten (10) business days after the Request Date, pay the Grantor Section 7 Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment Grantee shall surrender to Grantor Issuer the Option and the certificates evidencing the shares of Grantor Issuer Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or If any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this section, in whole or in part, or to require that Grantor deliver from time to time that portion of the Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of GrantorIssuer's proposed repurchase pursuant to the sectionthis Section 7, Grantor Issuer shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) and redeliver to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to Grantee the Option and or Option shares and to what extent to eachShares it is then prohibited from repurchasing, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares Shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of as to which payment has been made pursuant to this section and the number of shares covered by the portion of Section 7(a)(ii); provided that if the Option shall have terminated prior to the date of such notice or shall be scheduled to terminate at any time before the expiration of a period ending on the thirtieth (if any30th) that business day after such date, Grantee shall nonetheless have the right so to exercise the Option or exercise its rights under Section 8 until the expiration of such period of thirty (30) business days. (c) For purposes of this Agreement, the "Applicable Price" means the highest of (i) the highest price per share at which a tender or exchange offer has been repurchased. Grantee shall notify Grantor made for shares of its determination under Issuer Common Stock after the preceding sentence within five date hereof and on or prior to the Request Date, (5ii) the price per share to be paid by any third party for shares of Issuer Common Stock or the consideration per share to be received by holders of Issuer Common Stock, in each case C-5 52 pursuant to an agreement for a merger or other business combination transaction with Issuer entered into on or prior to the Request Date or (iii) the highest closing sales price per share of Issuer Common Stock quoted on the New York Stock Exchange (the "NYSE") (or, if Issuer Common Stock is not quoted on the NYSE, the highest bid price per share as quoted on the Nasdaq National Market ("Nasdaq") or, if the shares of Issuer Common Stock are not quoted thereon, on the principal trading market on which such shares are traded as reported by a recognized source) during the sixty (60) business days of receipt of notice of disapproval preceding the Request Date. If the consideration to be offered, paid or received pursuant to either of the purchase. Notwithstanding anything herein foregoing clauses (i) or (ii) shall be other than in cash, the value of such consideration shall be determined in good faith by an independent nationally recognized investment banking firm selected by Grantee and reasonably acceptable to the contraryIssuer, which determination shall be conclusive for all of Grantee's rights under this section shall terminate on the date of termination purposes of this OptionAgreement.

Repurchase at the Option of Grantee. (a) At the request of the Grantee at any time during the period commencing upon the first occurrence of a Repurchase Event (as defined below) and ending 12 twelve (12) months immediately thereafter, Grantor Issuer (or any successor entity thereof) shall repurchase from Grantee (ix) the Option, unless the Option shall have expired or been terminated in accordance with the terms hereof, and (iiy) all shares of Grantor Issuer Common Stock purchased by Grantee pursuant hereto to the Option with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 7 is referred to as the "Request Date." Such repurchase shall be at an aggregate price (the "Section 7 Repurchase Consideration") equal to the sum of: : (i) the aggregate purchase exercise price paid by Grantee for any shares of Grantor Issuer Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; ; (ii) the excess, if any, of (x) the Applicable Price (as defined below) for each share of Grantor Issuer Common Stock over (y) the purchase price Purchase Price (subject to adjustment pursuant to Section 6 hereof6), multiplied by the number of shares of Grantor Issuer Common Stock with respect to which the Option has not been exercised; and and (iii) the excess, if any, of the Applicable Price over the purchase price Purchase Price (subject to adjustment pursuant to Section 6 hereof 6) paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable payable) by Grantee for each share of Grantor Issuer Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee exercises its rights under this sectionSection 7, Grantor Issuer shall, within 10 ten (10) business days after the Request Date, pay the Grantor Section 7 Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment Grantee shall surrender to Grantor Issuer the Option and the certificates evidencing the shares of Grantor Issuer Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or If any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this section, in whole or in part, or to require that Grantor deliver from time to time that portion of the Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of GrantorIssuer's proposed repurchase pursuant to the sectionthis Section 7, Grantor Issuer shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) and redeliver to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to Grantee the Option and or Option shares and to what extent to eachShares it is then prohibited from repurchasing, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares Shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of as to which payment has been made pursuant to this section and the number of shares covered by the portion of Section 7(a)(ii); provided that if the Option shall have terminated prior to the date of such notice or shall be scheduled to terminate at any time before the expiration of a period ending on the thirtieth (if any30th) that business day after such date, Grantee shall nonetheless have the right so to exercise the Option or exercise its rights under Section 8 until the expiration of such period of thirty (30) business days. (c) For purposes of this Agreement, the "Applicable Price" means the highest of (i) the highest price per share at which a tender or exchange offer has been repurchased. Grantee shall notify Grantor made for shares of its determination under Issuer Common Stock after the preceding sentence within five date hereof and on or prior to the Request Date, (5ii) the price per share to be paid by any third party for shares of Issuer Common Stock or the consideration per share to be received by holders of Issuer Common Stock, in each case pursuant to an agreement for a merger or other business combination transaction with Issuer entered into on or prior to the Request Date or (iii) the highest closing sales price per share of Issuer Common Stock quoted on the D-5 61 New York Stock Exchange (the "NYSE") (or, if Issuer Common Stock is not quoted on the NYSE, the highest bid price per share as quoted on the Nasdaq National Market ("Nasdaq") or, if the shares of Issuer Common Stock are not quoted thereon, on the principal trading market on which such shares are traded as reported by a recognized source) during the sixty (60) business days of receipt of notice of disapproval preceding the Request Date. If the consideration to be offered, paid or received pursuant to either of the purchase. Notwithstanding anything herein foregoing clauses (i) or (ii) shall be other than in cash, the value of such consideration shall be determined in good faith by an independent nationally recognized investment banking firm selected by Grantee and reasonably acceptable to the contraryIssuer, which determination shall be conclusive for all of Grantee's rights under this section shall terminate on the date of termination purposes of this OptionAgreement.

Repurchase at the Option of Grantee. (a) At the request of the Grantee at any time commencing upon the first occurrence of a Repurchase Event (as defined in Section 8(c)) and ending 12 months immediately thereafterprior to the termination of the Option pursuant to Section 3(a), Grantor Company (or any successor) shall repurchase from Grantee (ix) the Option and (iiy) all shares of Grantor Company Common Stock Shares purchased by Grantee pursuant hereto with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 8 is referred to as the "Request Date." ". Such repurchase shall be at an aggregate price (the "Section 8 Repurchase Consideration") equal to the sum of: (i) the aggregate purchase price Purchase Price paid by Grantee for any shares of Grantor Company Common Stock Shares acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; (ii) the excess, if any, of (x) the Applicable Market/Offer Price for each share of Grantor Company Common Stock Shares over (y) the purchase price Purchase Price (subject to adjustment as adjusted pursuant to Section 6 hereof7), multiplied by the number of shares of Grantor Company Common Stock Shares with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Market/Offer Price over the purchase price (subject to adjustment pursuant to Section 6 hereof Purchase Price paid (or, in the case of Option Shares with respect to which the Option option has been exercised but the Closing Date has not occurred), payable payable, as adjusted pursuant to Section 7) by Grantee for each share of Grantor Company Common Stock Shares with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee exercises its rights under this sectionSection 8, Grantor Company shall, within 10 5 business days after the Request Date, pay the Grantor Section 8 Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment payment, Grantee shall surrender to Grantor Company the Option and the certificates evidencing the shares of Grantor Company Common Stock Shares purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoeverLiens. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority any governmental entity is required in connection with the repayment payment of all or any portion of the Section 8 Repurchase Consideration Consideration, Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionSection 8, in whole or in part, or to require that Grantor Company deliver from time to time that portion of the Section 8 Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval)) and the period of time that would otherwise run pursuant to the preceding sentence for the payment of the portion of the Section 8 Repurchase Consideration shall run instead from the date on which, as the case may be, (i) any required notification period has expired or been terminated or (ii) such approval has been obtained and, in either event, any requisite waiting period shall have passed. If the Federal Reserve Board or any other regulatory authority governmental entity disapproves of any part of GrantorCompany's proposed repurchase pursuant to the sectionthis Section 8, Grantor Company shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency any governmental entity prohibits the repurchase (and Company hereby undertakes to use its reasonable best efforts to obtain all required approvals from Governmental Entities to accomplish such repurchase) in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, request or (ii) to the extent permitted by the Federal Reserve Board or other agencysuch governmental entity, determine whether the purchase repurchase should apply to the Option and or and/or Option shares Shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares Shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section Section 8(a)(ii) and the number of shares covered by the portion of the Option (if any) that has been repurchased; whereupon, in the case of clause (ii), Company shall promptly (x) deliver to Grantee that portion of the Section 8 Repurchase Consideration that Company is not prohibited from delivering and (y) deliver to Grantee, as appropriate, either (A) a new Stock Option Agreement evidencing the right of Grantee to purchase that number of shares of Company Common Shares obtained by multiplying the number of shares of Company Common Shares for which the surrendered Stock Option Agreement was exercisable at the time of delivery of the notice of repurchase by a fraction, the numerator of which is the Section 8 Repurchase Consideration less the portion thereof theretofore delivered to Grantee and the denominator of which is the Section 8 Repurchase Consideration, or (B) a certificate for the Option Shares it is then so prohibited from repurchasing; PROVIDED, that if the Option shall have terminated prior to the date of such notice or shall be scheduled to terminate at any time before the expiration of a period ending on the thirtieth business day after such date, Grantee shall nonetheless have the right so to exercise the Option or exercise its rights under this Section 8 until the expiration of such period of 30 business days. Grantee shall notify Grantor Company of its determination under the preceding sentence within five (5) 10 business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contraryrepurchase. (c) As used herein, all a "Repurchase Event" shall occur if (A) (i) any person (other than Grantee or any subsidiary of Grantee's rights ) shall have acquired beneficial ownership of (as such term is defined in Rule 13d-3 promulgated under this section the Exchange Act), or the right to acquire beneficial ownership of, or any group shall terminate on have been formed which beneficially owns or has the date right to acquire beneficial ownership of, 50% or more of termination the then outstanding shares of this Option.Company Common Shares or (ii) any of the transactions described in

Repurchase at the Option of Grantee. (a) At the request of the Grantee made at any time commencing upon and from time to time after the first occurrence of a Repurchase an Exercise Event and ending 12 months immediately thereafterprior to the earlier of (i) 120 days after the expiration of the Option Term and (ii) 120 days after the conditions to the payment by the Company of the additional $150 million fee under Section 9.5 of the Merger Agreement shall have occurred (the "Put Period"), Grantor shall the Company (or any successor thereto) shall, at the election of the Grantee (the "Put Right"), repurchase from the Grantee (i) that portion of the Option relating to all or any part of the Unexercised Option Shares (or as to which the Option has been exercised but the Closing has not occurred) and (ii) all or any portion of the shares of Grantor Company Common Stock purchased by the Grantee pursuant hereto and with respect to which the Grantee then has beneficial ownership. The date on which the Grantee exercises its rights under this Section 17 5 is referred to as the "Request Put Date." Such repurchase shall be at an aggregate price (the "Repurchase Put Consideration") equal to the sum of: (i) the aggregate purchase price Exercise Price paid by the Grantee for any shares of Grantor Common Stock acquired pursuant to Option Shares which the Option with respect Grantee owns and as to which the Grantee then has beneficial ownershipis exercising the Put Right; (ii) the excess, if any, of the Applicable Price over the Exercise Price paid by the Grantee for each Option Share as to which the Grantee is exercising the Put Right multiplied by the number of such shares; and (iii) the excess, if any, of (x) the Applicable Price for each per share of Grantor Company Common Stock over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof, Exercise Price multiplied by the number of shares of Grantor Common Stock with respect Unexercised Option Shares as to which the Option has not been exercised; and (iii) Grantee is exercising the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such sharesPut Right. (b) If the Grantee exercises its rights under this sectionSection 5, Grantor the Company shall, within 10 business days five Business Days after the Request Put Date, pay the Grantor Repurchase Put Consideration to the Grantee in immediately available funds, and contemporaneously with such payment the Grantee shall surrender to Grantor the Company the Option or portion of the Option and the certificates evidencing the shares of Grantor Company Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and thereunder. The Grantee shall warrant that it has to the Company that, immediately prior to the repurchase thereof pursuant to this Section 5, the Grantee had sole record and beneficial ownership Beneficial Ownership of such shares and that the (c) If the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionOption has been exercised, in whole or in part, or as to require that Grantor deliver from time any Option Shares subject to time that portion the Put Right but the Closing thereunder has not occurred, the payment of the Repurchase Put Consideration shall, to that it is extent, render such exercise null and void. (d) Notwithstanding any provision to the contrary in this Agreement, the Grantee may not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase exercise its rights pursuant to this Section 5 in a manner that would result in Total Profit of more than the sectionProfit Cap; provided, Grantor however, that nothing in this sentence shall promptly give notice of such fact to limit the Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right 's ability to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of accordance with its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Optionterms.

Repurchase at the Option of Grantee. (a) At the request of the Grantee made at any time commencing upon during a period of sixty (60) days after the first occurrence termination fee for which provision is made in Section 9.05(e) of a Repurchase Event and ending 12 months immediately thereafterthe Merger Agreement becomes payable (the "Put Period"), Grantor shall the Parent (or any successor thereto) shall, at the election of the Grantee (the "Put Right"), repurchase from the Grantee (i) all or any portion of the Option that then remains unexercised (or as to which the Option has been exercised but the Closing has not occurred) and (ii) all or any portion of the shares of Grantor Parent Common Stock purchased by the Grantee pursuant hereto and with respect to which the Grantee then has beneficial ownershipBeneficial Ownership. The date on which the Grantee exercises its rights under this Section 17 4 is referred to as the "Request Put Date." Such repurchase shall be at an aggregate price (the "Repurchase Put Consideration") equal to the sum of: (i) the aggregate purchase price Exercise Price paid by the Grantee for any shares of Grantor Common Stock acquired pursuant to Option Shares which the Option with respect Grantee owns and as to which the Grantee then has beneficial ownershipis exercising the Put Right; (ii) the excess, if any, of the Applicable Price over the Exercise Price paid by the Grantee for each Option Share as to which the Grantee is exercising the Put Right multiplied by the number of such shares; and (iii) the excess, if any, of (x) the Applicable Price for each share of Grantor Parent Common Stock over (y) the purchase Exercise Price multiplied by the number of Unexercised Option Shares as to which the Grantee is exercising the Put Right. (b) At the request of the Grantee made at any time after the first Exercise Event and ending on the First Anniversary of the Notice Date (the "Alternative Put Period"), the Parent (or any successor thereto) shall, at the election of the Grantee (the "Alternative Put Right"), repurchase from the Grantee all or any portion of the shares of Parent Common Stock purchased by the Grantee pursuant hereto and with respect to which the Grantee then has Beneficial Ownership. The date on which the Grantee exercises its rights under this Section 4 is referred to as the "Alternative Put Date." Such repurchase shall be at an aggregate price (subject the "Alternative Put Consideration") equal to adjustment pursuant to Section 6 hereof, the Exercise Price multiplied by the number of shares of Grantor Parent Common Stock with respect to so purchased by the Parent and for which the Option Alternative Put Right has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (bc) If the Grantee exercises its rights under this sectionSection 4, Grantor the Parent shall, within 10 business days five Business Days after the Request DatePut Date or the Alternative Put Period, pay the Grantor Repurchase Put Consideration or the Alternative Put Consideration, as the case may be, to the Grantee in immediately available funds, and contemporaneously with such payment the Grantee shall surrender to Grantor the Parent the Option or portion of the Option and the certificates evidencing the shares of Grantor Parent Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and thereunder. The Grantee shall warrant that it has to the Parent that, immediately prior to the repurchase thereof pursuant to this Section 4, the Grantee had sole record and beneficial ownership Beneficial Ownership of the Option or such shares shares, or both, as the case may be, and that the same are Option or such shares, or both, as the case may be, were then held free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding Liens. (d) If the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionOption has been exercised, in whole or in part, as to any Option Shares subject to the Put Right or to require that Grantor deliver from time to time that portion the Alternative Put Right but the Closing thereunder has not occurred, the payment of the Repurchase Put Consideration or the Alternative Put Consideration shall, to that it is extent, render such exercise null and void. (e) Notwithstanding any provision to the contrary in this Agreement, the Grantee may not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other exercise its rights pursuant to this Section 4 in a manner that would result in the filing cash payment to the Grantee of any such notice or application and an aggregate amount under this Section 4 of more than $225 million, including the obtaining of any such approval). If amount, if any, paid to the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase Grantee pursuant to Section 9.05 of the sectionMerger Agreement; provided, Grantor however, that nothing in this sentence shall promptly give notice of such fact to limit the Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right 's ability to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of accordance with its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Optionterms.

Repurchase at the Option of Grantee. (a) At the request of the Grantee at any time during the period commencing upon the first occurrence of a Repurchase Event (as defined below) and ending 12 twelve (12) months immediately thereafter, Grantor Issuer (or any successor entity thereof) shall repurchase from Grantee (ix) the Option, unless the Option shall have expired or been terminated in accordance with the terms hereof, and (iiy) all shares of Grantor Issuer Common Stock purchased by Grantee pursuant hereto with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 7 is referred to as the "Request Date." ". Such repurchase shall be at an aggregate price (the "Section 7 Repurchase Consideration") equal to the sum of: (i) the aggregate purchase exercise price paid by Grantee for any shares of Grantor Issuer Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; (ii) the excess, if any, of (x) the Applicable Price (as defined below) for each share of Grantor Issuer Common Stock over (y) the purchase price Purchase Price (subject to adjustment pursuant to Section 6 hereof6), multiplied by the number of shares of Grantor Issuer Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price Purchase Price (subject to adjustment pursuant to Section 6 hereof 6) paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable payable) by Grantee for each share of Grantor Issuer Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee exercises its rights under this sectionSection 7, Grantor Issuer shall, within 10 ten (10) business days after the Request Date, pay the Grantor Section 7 Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment Grantee shall surrender to Grantor Issuer the Option and the certificates evidencing the shares of Grantor Issuer Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or If any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this section, in whole or in part, or to require that Grantor deliver from time to time that portion of the Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of GrantorIssuer's proposed repurchase pursuant to the sectionthis Section 7, Grantor Issuer shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) and redeliver to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to Grantee the Option and or Option shares and to what extent to eachShares it is then prohibited from repurchasing, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares Shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of as to which payment has been made pursuant to this section and the number of shares covered by the portion of Section 7(a)(ii); provided that if the Option shall have terminated prior to the date of such notice or shall be scheduled to terminate at any time before the expiration of a period ending on the thirtieth business day after such date, Grantee shall nonetheless have the right so to exercise the Option or exercise its rights under Section 8 until the expiration of such period of thirty (if any30) that business days. (c) For purposes of this Agreement, the "Applicable Price" means the highest of (i) the highest price per share at which a tender or exchange offer has been repurchased. Grantee shall notify Grantor made for shares of its determination under Issuer Common Stock after the preceding sentence within five date hereof and on or prior to the Request Date, (5ii) the price per share to be paid by any third party for shares of Issuer Common Stock or the consideration per share to be received by holders of Issuer Common Stock, in each case pursuant to an agreement for a merger or other business combination transaction with Issuer entered into on or prior to the Request Date or (iii) the highest closing sales price per share of Issuer Common Stock quoted on the New York Stock Exchange (or, if Issuer Common Stock is not quoted on the New York Stock Exchange, the highest bid price per share as quoted on the National Association of Securities Dealers Automated Quotations System or, if the shares of Issuer Common Stock are not quoted thereon, on the principal trading market on which such shares are traded as reported by a recognized source) during the sixty (60) business days of receipt of notice of disapproval preceding the Request Date. If the consideration to be offered, paid or received pursuant to either of the purchase. Notwithstanding anything herein foregoing clauses (i) or (ii) shall be other than in cash, the value of such consideration shall be determined in good faith by an independent nationally recognized investment banking firm selected by Grantee and reasonably acceptable to the contraryIssuer, which determination shall be conclusive for all of Grantee's rights under this section shall terminate on the date of termination purposes of this OptionAgreement.

Repurchase at the Option of Grantee. (a) At the request of the Grantee at any time commencing upon the first occurrence of a Repurchase Event (as defined in Section 8(d) below) and ending 12 months immediately thereafter, Grantor Issuer shall repurchase from Grantee (iI) the Option and (iiII) all shares of Grantor Issuer Common Stock purchased by Grantee pursuant hereto with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 8 is referred to as the "Request Date." ". Such repurchase shall be at an aggregate price (the "Section 8 Repurchase Consideration") equal to the sum of: (i) the aggregate purchase price Purchase Price paid by Grantee for any shares of Grantor Issuer Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; (ii) the excess, if any, of (x) the Applicable Price (as defined below) for each share of Grantor Issuer Common Stock over (y) the purchase price Purchase Price (subject to adjustment pursuant to Section 6 hereof7), multiplied by the number of shares of Grantor Issuer Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price Purchase Price (subject to adjustment pursuant to Section 6 hereof 7) paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable payable) by Grantee for each share of Grantor Issuer Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee exercises its rights under this sectionSection 8, Grantor Issuer shall, within 10 business days after the Request Date, pay the Grantor Section 8 Repurchase Consideration to Grantee in immediately available fundsfunds by wire transfer to a bank account designated by Grantee, and contemporaneously with such payment Grantee shall surrender to Grantor Issuer the Option and the certificates evidencing the shares of Grantor Issuer Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this section, in whole or in part, or to require that Grantor deliver from time to time that portion of the Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase pursuant to the section, Grantor shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, (i) all of Grantee's rights under this section Section 8 shall terminate on the date of termination of this OptionOption pursuant to Section 3(a) hereof, unless this Option shall have been exercised in whole or part prior to the date of termination and (ii) if this Option shall have been exercised in whole or in part prior to the date of termination described in clause (i) above, then Grant- ee's rights under this Section 8 shall terminate 12 months after such date of termination. (c) For purposes of this Agreement, the "Applicable Price" means the highest of (i) the highest price per share of Issuer Common Stock paid for any such share by the person or group described in Section 8(d)(i) hereof, (ii) the price per share of Issuer Common Stock received by holders of Issuer Common Stock in connection with any merger or other business combination transaction described in Section 7(b)(i), 7(b)(ii) or 7(b)(iii) hereof or (iii) the highest closing sales price per share of Issuer Common Stock quoted on NASDAQ (or if Issuer Common Stock is not quoted on NASDAQ, the highest bid price per share as quoted on the principal trading market or securities exchange on which such shares are traded as reported by a recognized source) during the 60 business days preceding the Request Date; PROVIDED, HOWEVER, that in the event of a sale of less than all of Issuer's assets, the Applicable Price shall be the sum of the price paid in such sale for such assets and the current market value of the remaining assets of Issuer, as determined by a nationally recognized investment banking firm selected by Grantee, divided by the number of shares of the Issuer Common Stock outstanding at the time of such sale. If the consideration to be offered, paid or received pursuant to either of the foregoing clauses (i) or (ii) shall be other than in cash, the value of such consideration shall be determined in good faith by an independent nationally recognized investment banking firm selected by Grantee (or a Grantee Majority) and reasonably acceptable to Issuer, which determination shall be conclusive for all purposes of this Agreement.

Repurchase at the Option of Grantee. (a) At the request of the Grantee at any time commencing upon after the first occurrence of a Repurchase Event and ending 12 months immediately thereafter(as defined in Section 8(e) below), Grantor at the written request of Holder delivered to Issuer prior to the occurrence of an event set forth in Section 3(a) above terminating the Option, Issuer shall repurchase from Grantee Holder (i) the Option and (ii) all shares of Grantor Common Stock Option Shares theretofore purchased by Grantee Holder pursuant hereto with respect to which Grantee Holder then has beneficial ownership. The date on which Grantee Holder exercises its rights under this Section 17 8 is referred to as the "Request Date." Such repurchase shall be at an aggregate price (the "Repurchase Consideration") equal to the sum of: (i) the aggregate purchase price Purchase Price paid by Grantee Holder for any shares of Grantor Common Stock Option Shares acquired pursuant to the Option with respect to which Grantee Holder then has beneficial ownership; (ii) the excess, if any, of (xA) the Applicable Price (as defined below) for each share of Grantor Common Stock Option Share over (yB) the purchase price Purchase Price per Option Share (subject to adjustment pursuant to Section 6 hereof7(a)), multiplied by the number of shares of Grantor Common Stock Option Shares with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price Purchase Price (subject to adjustment pursuant to Section 6 hereof 7(a)) paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable payable) by Grantee Holder for each share of Grantor Common Stock Option Share with respect to which the Option has been exercised and with respect to which Grantee Holder then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee Holder exercises its rights under this sectionSection 8, Grantor Issuer shall, within 10 ten (10) business days after the Request Date, pay the Grantor Repurchase Consideration to Grantee Holder in immediately available funds, and contemporaneously with such payment Grantee Holder shall surrender to Grantor Issuer the Option and the certificates evidencing the shares of Grantor Common Stock Option Shares purchased thereunder with respect to which Grantee Holder then has beneficial ownershipownership and has designated to be repurchased, and Grantee Holder shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. . (c) Notwithstanding the foregoingprovisions hereof to the contrary, to the extent that prior notification to Issuer is prohibited under applicable law, regulation or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of administrative policy from repurchasing all or any portion of the Repurchase Consideration Grantee Option or Option Shares, then (i) Issuer shall have the ongoing option promptly give notice of such fact to revoke its request for repurchase pursuant to this sectionHolder; (ii) Issuer shall, in whole or in part, or to require that Grantor deliver from time to time subject to the last sentence of this Section 8(c), deliver to Holder that portion of the Repurchase Consideration that it is not then so prohibited from paying and paying; (iii) at Holder's request, Issuer shall promptly file the any required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing same. After Holder's receipt of any such notice or application and the obtaining from Issuer, Issuer shall not be in breach of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed its repurchase pursuant obligation hereunder to the sectionextent it is or remains, Grantor shall promptly give notice of such fact despite reasonable efforts to Granteeobtain any required approvals, legally prohibited from repurchasing the Option or Option Shares. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee Holder shall have the right (iA) to revoke its request for repurchase with respect to the repurchase requestportion of the Option or Option Shares that Issuer is prohibited from repurchasing, or (iiB) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply require Issuer to deliver to Holder the Option and or and/or Option shares and to what extent to eachShares Issuer is prohibited from repurchasing, and Grantee shall thereupon have the right (C) to exercise the Option as to the number of Option shares Shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the such Option Shares in respect of which payment the Repurchase Consideration has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchaselawfully paid. Notwithstanding anything herein to the contrary, Issuer shall not be obligated to repurchase all or any part of Granteethe Option or Option Shares pursuant to more than one written request from Holder, except that Issuer shall be obligated to repurchase, pursuant to more than one written request, any Option or Option Shares in the event that Holder (1) has revoked its request for repurchase in accordance with the provisions of this Section 8 prior to the occurrence of an event set forth in Section 3(a) terminating the Holder's right to exercise the Option and (2) has delivered, prior to such event, a new written notice requesting a repurchase. If an event set forth in Section 3(a) terminating the Holder's right to exercise the Option occurs prior to, or is scheduled to occur within, 60 days after the date of the notice by Issuer described in clause 8(c)(i) above, then, notwithstanding the occurrence of such terminating event, Holder shall have the right to receive the Repurchase Consideration to the extent Issuer is or becomes, within a 60 day period from the date of such notice by Issuer, legally permitted to repurchase. Except as set forth in the preceding sentence, Holder's repurchase rights under this section Agreement shall terminate on concurrently with the date of termination of Holder's right to exercise the Option, pursuant to Section 3(a). (d) For purposes of this OptionAgreement, the "Applicable Price" means the highest of (i) the highest price per share of Issuer Common Stock paid for any such share by the person or groups described in Section 8(e)(i), (ii) the price per share of Issuer Common Stock received by holders of Issuer Common Stock in connection with any merger or other business combination transaction described in Section 7(b)(i), 7(b)(ii) or 7(b)(iii), or (iii) the highest bid price per share of Issuer Common Stock on The Nasdaq Stock Market or other principal trading market or securities exchange on which such shares are traded as reported by a recognized source selected by Holder during the 60 business days preceding the Request Date; PROVIDED, HOWEVER, that in the event of a sale of less than all of Issuer's assets, the Applicable Price shall be the sum of the price paid in such sale for such assets or deposit liabilities and the current market value of the remaining consolidated net assets of Issuer as determined by a nationally recognized investment banking firm selected by Holder (or the Holder Majority) and reasonably acceptable to Issuer, divided by the number of shares of the Issuer Common Stock outstanding at the time of such sale. If the consideration to be offered, paid or received pursuant to either of the foregoing clauses (i) or (ii) shall be other than in cash, the value of such consideration shall be determined in good faith by an independent nationally recognized investment banking firm selected by Holder (or the Holder Majority) and reasonably acceptable to Issuer, which determination shall be conclusive for all purposes of this Agreement.

Repurchase at the Option of Grantee. (a) At Subject to the last sentence of Section 3(a), at the request of the Grantee at any time commencing upon the first occurrence of a Repurchase Event (as defined in Section 8(d)) and ending 12 months immediately thereafter, Grantor Issuer shall repurchase from Grantee (i) the Option and (ii) all shares of Grantor Issuer Common Stock purchased by Grantee pursuant hereto with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 8 is referred to as the "Request Date." Such repurchase shall be at an aggregate price (the "Section 8 Repurchase Consideration") equal to the sum of: (i) the aggregate purchase price Purchase Price paid by Grantee for any shares of Grantor Issuer Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; (ii) the excess, if any, of (x) the Applicable Price (as defined below) for each share of Grantor Issuer Common Stock over (y) the purchase price Purchase Price (subject to adjustment pursuant to Section 6 hereof7), multiplied by the number of shares of Grantor Issuer Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price Purchase Price (subject to adjustment pursuant to Section 6 hereof 7) paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable payable) by Grantee for each share of Grantor Issuer Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares; provided, that the amount calculated pursuant to clause (ii) and (iii) of this Section 8(a) shall not exceed $20,737,000. (b) If Grantee exercises its rights under this sectionSection 8, Grantor Issuer shall, within 10 ten business days after the Request Date, pay the Grantor Section 8 Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment Grantee shall surrender to Grantor Issuer the Option and the certificates evidencing the shares of Grantor Issuer Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board Board, the OTS or other regulatory authority is required in connection with the repayment payment of all or any portion of the Section 8 Repurchase Consideration Consideration, Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionSection 8, in whole or in part, or to require that Grantor Issuer deliver from time to time that portion of the Section 8 Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board Board, the OTS or any other regulatory authority disapproves of any part of GrantorIssuer's proposed repurchase pursuant to the sectionthis Section 8, Grantor Issuer shall promptly give notice of such fact to Grantee. If the Federal Reserve Board Board, the OTS or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, request or (ii) to the extent permitted by the Federal Reserve Board Board, the OTS or other agency, determine whether the purchase repurchase should apply to the Option and or and/or Option shares Shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares Shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section Section 8(a)(ii) and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor Issuer of its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchaserepurchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section Section 8 shall terminate on the date of termination of this OptionOption pursuant to Section 3(a). (c) For purposes of this Agreement, the "Applicable Price" means the highest of (i) the highest price per share of Issuer Common Stock paid for any such share by the person or groups described in Section 8(d) (i), (ii) the price per share of Issuer Common Stock received by holders of Issuer Common Stock in connection with any merger or other business combination transaction described in Section 7(b)(i), 7(b)(ii) or 7(b)(iii), or (iii) the highest closing sales price per share of Issuer Common Stock quoted on the Nasdaq National Market (or if Issuer Common Stock is not quoted on the Nasdaq National Market, the highest bid price per share as quoted on the principal trading market or securities exchange on which such shares are traded as reported by a recognized source chosen by Grantee) during the 60 business days preceding the Request Date; provided, however, that in the event of a sale of less than all of Issuer's assets, the Applicable Price shall be the sum of the price paid in such sale for such assets and the current market value of the remaining assets of Issuer as determined by an independent nationally recognized investment banking firm selected by Grantee and reasonably acceptable to Issuer (which determination shall be conclusive for all purposes of this Agreement), divided by the number of shares of the Issuer Common Stock outstanding at the time of such sale. If the consideration to be offered, paid or received pursuant to either of the foregoing clauses (i) or (ii) shall be other than in cash, the value of such consideration shall be determined in good faith by an independent nationally recognized investment banking firm selected by Grantee and reasonably acceptable to Issuer, which determination shall be conclusive for all purposes of this Agreement.

Repurchase at the Option of Grantee. (a) At the request of the Grantee made at any time commencing upon and from time to time after the first occurrence of a Repurchase an Exercise Event and ending 12 months immediately thereafterprior to 120 days after the expiration of the Option Term (the "Put Period"), Grantor shall the Company (or any successor thereto) shall, at the election of the Grantee (the "Put Right"), repurchase from the Grantee (i) that portion of the Option relat- ing to all or any part of the Unexercised Option Shares (or as to which the Option has been exercised but the Closing has not occurred) and (ii) all shares or any portion of Grantor Common Stock the Shares purchased by the Grantee pursuant hereto and with respect to which the Grantee then has beneficial ownership. The date on which the Grantee exercises its rights under this Section 17 4 is referred to as the "Request Put Date." Such repurchase shall be at an aggregate price (the "Repurchase Put Consideration") equal to the sum of: (i) the aggregate purchase price Exercise Price paid by the Grantee for any shares of Grantor Common Stock acquired pursuant to Option Shares which the Option with respect Grantee owns and as to which the Grantee then has beneficial ownershipis exercising the Put Right; (ii) the excess, if any, of the Applicable Price over the Exercise Price paid by the Grantee for each Option Share as to which the Grantee is exercising the Put Right multiplied by the number of such shares; and (iii) the excess, if any, of (x) the Applicable Price for each share of Grantor Common Stock per Share over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof, Exercise Price multiplied by the number of shares of Grantor Common Stock Un- exercised Option Shares and Option Shares which have been exercised but with respect to which the Option Closing has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not yet occurred), payable by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If the Grantee exercises its rights under this sectionSection 4, Grantor the Company shall, within 10 business days ten Business Days after the Request Put Date, pay the Grantor Repurchase Put Consideration to Grantee in immediately available fundsfunds to an account specified by the Grantee, and contemporaneously with such payment the Grantee shall promptly thereupon surrender to Grantor the Company the Option or portion of the Option and the certificates evidencing the shares of Grantor Common Stock Shares purchased thereunder with respect to which Grantee then has beneficial ownership, and thereunder. The Grantee shall warrant that it has to the Company that, immediately prior to the repurchase thereof pursuant to this Section 4, the Grantee had sole record and beneficial ownership Beneficial Ownership of the Option or such shares shares, or both, as the case may be, and that the same are Option or such shares, or both, as the case may be, were then held free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding Liens. (c) If the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this sectionOption has been exercised, in whole or in part, or as to require that Grantor deliver from time any Option Shares subject to time that portion the Put Right but the Closing thereunder has not occurred, the payment of the Repurchase Put Consideration shall, to that it is extent, render such exercise null and void. (d) Notwithstanding any provision to the contrary in this Agree- ment the Grantee may not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase exercise its rights pursuant to this Section 4 in a manner that would result in Total Profit of more than the sectionProfit Cap; provided, Grantor however, that nothing in this sentence shall promptly give notice of such fact to limit the Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right 's ability to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of accordance with its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Optionterms.

Repurchase at the Option of Grantee. (a) At the request of the Grantee at any time commencing upon the first occurrence of a Repurchase Event and ending 12 months immediately thereafter, Grantor shall repurchase from Grantee (i) the Option and (ii) all shares of Grantor Common Stock purchased by Grantee pursuant hereto with respect to which Grantee then has beneficial ownership. The date on which Grantee exercises its rights under this Section 17 is referred to as the "Request Date." Such repurchase shall be at an aggregate price (the "Repurchase Consideration") equal to the sum of: (i) the aggregate purchase price paid by Grantee for any shares of Grantor Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; (ii) the excess, if any, of (x) the Applicable Price for each share of Grantor Common Stock over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof), multiplied by the number of shares of Grantor Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof hereof) paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred), payable payable) by Grantee for each share of Grantor Common Stock with respect to which the Option has been exercised and with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares. (b) If Grantee exercises its rights under this section, Grantor shall, within 10 business days after the Request Date, pay the Grantor Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment Grantee shall surrender to Grantor the Option and the certificates evidencing the shares of Grantor Common Stock purchased thereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior notification to or approval of the Federal Reserve Board or other regulatory authority is required in connection with the repayment of all or any portion of the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this section, in whole or in part, or to require that Grantor deliver from time to time that portion of the Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If the Federal Reserve Board or any other regulatory authority disapproves of any part of Grantor's proposed repurchase pursuant to the section, Grantor shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right (i) to revoke the repurchase request, or (ii) to the extent permitted by the Federal Reserve Board or other agency, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Option as to the number of Option shares for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination of this Option.

Repurchase at the Option of Grantee. (a) At any time during the Option Term, at the request of the Grantee made at any time commencing upon after the first occurrence of a Repurchase Event (as hereinafter defined) and ending 12 months immediately thereafteron the first anniversary thereof (the "Put Period"), Grantor the Company (or any successor thereto) shall repurchase from the Grantee (i) that portion of the Option that then remains unexercised and (ii) all (but not less than all) the shares of Grantor Company Common Stock purchased by the Grantee pursuant hereto and with respect to which the Grantee then has beneficial ownership. The date on which the Grantee exercises its rights under this Section 17 7 is referred to as the "Grantee Request Date." Such repurchase shall be at an aggregate price (the "Section 7 Repurchase Consideration") equal to the sum of: (i) the aggregate purchase exercise price paid by Grantee for any shares of Grantor Common Stock acquired pursuant to the Option with respect to which Grantee then has beneficial ownership; (ii) the excess, if any, of (x) the Applicable Price for each share of Grantor Common Stock over (y) the purchase price (subject to adjustment pursuant to Section 6 hereof, multiplied by the number of shares of Grantor Common Stock with respect to which the Option has not been exercised; and (iii) the excess, if any, of the Applicable Price over the purchase price (subject to adjustment pursuant to Section 6 hereof paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred, payable) by the Grantee for any Option Shares as to which the Option has theretofore been exercised and with respect to which the Grantee then has beneficial ownership; (ii) the excess, if any, of the Applicable Price (as defined below), payable over the Exercise Price (subject to adjustment pursuant to Section 6) paid (or, in the case of Option Shares with respect to which the Option has been exercised but the Closing Date has not occurred, payable) by the Grantee for each share of Grantor Common Stock with respect Option Share as to which the Option has been exercised and with respect to which the Grantee then has beneficial ownership, multiplied by the number of such shares; and (iii) the excess, if any, of (x) the Applicable Price for each share of Company Common Stock over (y) the Exercise Price (subject to adjustment pursuant to Section 6), multiplied by the number of Option Shares as to which the Option has not been exercised. (b) If the Grantee exercises its rights under this sectionSection 7, Grantor the Company shall, within 10 business days five Business Days after the Grantee Request Date, pay the Grantor Section 7 Repurchase Consideration to the Grantee in immediately available funds, and contemporaneously with such payment the Grantee shall surrender to Grantor the Company the Option and the certificates evidencing the shares of Grantor Company Common Stock purchased thereunder with respect to which the Grantee then has beneficial ownership, and the Grantee shall warrant that it has to the Company that, immediately prior to the repurchase thereof pursuant to this Section 7, the Grantee had sole record and beneficial ownership of such shares and that the same are such shares were then held free and clear of all liensLiens. (c) For purposes of this Agreement, claims, charges the "Applicable Price" means the highest of (i) the highest purchase price per share paid pursuant a tender or exchange offer made for shares of Company Common Stock after the date hereof and encumbrances of any kind whatsoever. Notwithstanding the foregoing, on or prior to the extent that prior notification Grantee Request Date, (ii) the price per share to or approval be paid by any third Person for shares of the Federal Reserve Board Company Common Stock, in each case pursuant to an agreement for a merger or other regulatory authority is required in connection business combination transaction with the repayment of all Company entered into on or any portion of prior to the Repurchase Consideration Grantee shall have the ongoing option to revoke its request for repurchase pursuant to this section, in whole or in partRequest Date, or to require that Grantor deliver from time to time that portion (iii) the highest bid price per share of the Repurchase Consideration that it Company Common Stock as quoted on The Nasdaq National Market (or if Company Common Stock is not then so prohibited from paying and promptly file quoted on The Nasdaq National Market, the required notice or application for approval and expeditiously process highest bid price per share as quoted on any other market comprising a part of The Nasdaq Stock Market or, if the same shares of Company Common Stock are not quoted thereon, on the principal trading market (and each party shall cooperate with as defined in Regulation M under the other in Exchange Act) on which such shares are traded as reported by a recognized source) during the filing of any such notice or application and 60 Business Days preceding the obtaining of any such approval)Grantee Request Date. If the Federal Reserve Board consideration to be offered, paid or any other regulatory authority disapproves of any part of Grantor's proposed repurchase received pursuant to either of the section, Grantor shall promptly give notice of such fact to Grantee. If the Federal Reserve Board or other agency prohibits the repurchase in part but not in whole, then Grantee shall have the right foregoing clauses (i) to revoke the repurchase request, or (ii) shall be other than in cash, the value of such consideration shall be determined in good faith by an independent nationally recognized investment banking firm selected by the Grantee and reasonably acceptable to the extent permitted by the Federal Reserve Board or other agencyCompany, determine whether the purchase should apply to the Option and or Option shares and to what extent to each, and Grantee which determination shall thereupon have the right to exercise the Option as to the number of Option shares be conclusive for which the Option was exercisable at the Request Date less the sum of the number of shares covered by the Option in respect of which payment has been made pursuant to this section and the number of shares covered by the portion of the Option (if any) that has been repurchased. Grantee shall notify Grantor of its determination under the preceding sentence within five (5) business days of receipt of notice of disapproval of the purchase. Notwithstanding anything herein to the contrary, all of Grantee's rights under this section shall terminate on the date of termination purposes of this OptionAgreement.