Common use of Repurchase of Option Clause in Contracts

Repurchase of Option. (a) Notwithstanding the provisions of Section 2(a), at any time commencing upon the first occurrence of a Purchase Event and ending upon termination of this Option in accordance with Section 2, Issuer (or any successor entity thereof) shall at the request of Grantee (any such request, a "Cash Exercise Notice"), repurchase from Grantee the Option or a portion thereof (if and to the extent not previously exercised or terminated) at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6), multiplied by all or such portion of the Option Shares subject to the Option as the Grantee shall specify in the Cash Exercise Notice (the "Option Repurchase Price"). (b) Notwithstanding the provisions of Section 2(a), at any time following the occurrence of a Purchase Event, Issuer (or any successor entity thereof) may, at its election, repurchase the Option (if and to the extent not previously exercised or terminated) at the Option Repurchase Price. For purposes of this Agreement, an exercise of the Option shall be deemed to occur on the Closing Date and not on the Notice Date relating thereto. (c) In connection with any exercise of rights under this Section 7, Issuer shall, within 5 business days after the Section 7 Request Date, pay the Option Repurchase Price in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option. Upon receipt by the Grantee of the Option Repurchase Price, the obligations of the Issuer to deliver Option Shares pursuant to Section 3 of this Agreement shall be terminated with respect to the number of Option Shares specified in the Cash Exercise Notice or the number of Option Shares as to which the Option is repurchased under Section 7(b). (d) For purposes of this Agreement, the following terms have the following meanings:

Repurchase of Option. (a) Notwithstanding Upon the provisions of Section 2(a), at any time commencing upon the first occurrence of a Purchase Event and ending upon termination of this Option in accordance with Section 2that occurs prior to an Exercise Termination Event, Issuer (or any successor entity thereofi) shall at the request (the date of Grantee (any such requestrequest being the "Option Repurchase Request Date") of Grantee, a "Cash Exercise Notice"), Issuer shall repurchase the Option from Grantee the Option or a portion thereof (if and to the extent not previously exercised or terminated) at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6), multiplied by all or such portion of the Option Shares subject to the Option as the Grantee shall specify in the Cash Exercise Notice (the "Option Repurchase Price"). ) equal to the amount by which (bA) Notwithstanding the provisions of Section 2(a), at any time following the occurrence of a Purchase Event, Issuer market/offer price (or any successor entity thereofas defined below) may, at its election, repurchase exceeds (B) the Option Price, multiplied by the number of shares for which the Option may then be exercised and (if and to the extent not previously exercised or terminatedii) at the request (the date of such request being the "Option Share Repurchase Price. For purposes Request Date") of this Agreementthe owner of Option Shares from time to time (the "Owner"), an exercise Issuer shall repurchase such number of the Option Shares from the Owner as the Owner shall be deemed designate at a price (the "Option Share Repurchase Price") equal to occur on the Closing Date and not on market/offer price multiplied by the Notice Date relating thereto. number of Option Shares so designated. The term "market/offer price" shall mean the highest of (ci) In connection with any exercise the price per share of rights under this Section 7, Issuer shall, within 5 business days Common Stock at which a tender offer or exchange offer therefor has been made after the Section 7 Request Date, pay date hereof and on or prior to the Option Repurchase Price in immediately available funds, and Grantee Request Date or such ownerthe Option Share Repurchase Request Date, as the case may be, shall surrender (ii) the price per share of Common Stock paid or to be paid by any third party pursuant to an agreement with Issuer (whether by way of a merger, consolidation or otherwise), (iii) the Option. Upon receipt by highest last sale price for shares of Common Stock within the Grantee of 360-day period ending on the Option Repurchase PriceRequest Date or the Option Share Repurchase Request Date, as the case may be, listed on either the OTC Bulletin Board, The Nasdaq Stock Market or such other principal market or exchange on which the Common Stock is traded (as reported by The Wall Street Journal, or, if not reported thereby, another authoritative source), (iv) in the event of a sale of all or substantially all of Issuer's assets, the obligations sum of the price paid in such sale for such assets and the current market value of the remaining assets of Issuer to deliver Option Shares pursuant to Section 3 of this Agreement shall be terminated with respect to as determined by a nationally-recognized independent investment banking firm selected by Grantee or the Owner, as the case may be, divided by the number of Option Shares specified in shares of Common Stock of Issuer outstanding at the Cash Exercise Notice or time of such sale. In determining the number of Option Shares as to which the Option is repurchased under Section 7(b). (d) For purposes of this Agreementmarket/offer price, the following terms have value of consideration other than cash shall be the following meanings:value determined by a nationally-recognized

Repurchase of Option. (a) Notwithstanding From and after a Triggering Event, (i) following a request of the provisions of Section 2(a)Holder, at any time commencing upon the first occurrence of a Purchase Event and ending upon termination of this Option in accordance with Section 2delivered prior to an Exercise Termination Event, Issuer (or any successor entity thereofthereto) shall at the request of Grantee (any such request, a "Cash Exercise Notice"), repurchase from Grantee the Option or a portion thereof (if and to from the extent not previously exercised or terminated) Holder at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6), multiplied by all or such portion of the Option Shares subject to the Option as the Grantee shall specify in the Cash Exercise Notice (the "Option Repurchase Price"). ) equal to the amount by which (bx) Notwithstanding the provisions of Section 2(a), at any time following the occurrence of a Purchase Event, Issuer Market/Offer Price (or any successor entity thereofas defined below) may, at its election, repurchase exceeds (y) the Option Price, multiplied by the number of shares for which this Option may then be exercised and (if and to the extent not previously exercised or terminatedii) at the request of the owner of Option Shares from time to time (the "Owner"), delivered within 90 days of such occurrence (or such later period as provided in Section 10), Issuer shall repurchase such number of Option Shares from the Owner as the Owner shall designate at a price (the "Option Share Repurchase Price") equal to the Market/Offer Price multiplied by the number of Option Shares so designated, provided, however, that the Option Purchase Price and Option Share Repurchase Price shall be subject to the limitations set forth in Section 23. For purposes The term "Market/Offer Price" shall mean the highest of (i) the price per share of Common Stock at which a tender offer or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Agreement, an exercise Option or the Owner gives notice of the required repurchase of Option shall be deemed to occur on the Closing Date and not on the Notice Date relating thereto. (c) In connection with any exercise of rights under this Section 7, Issuer shall, within 5 business days after the Section 7 Request Date, pay the Option Repurchase Price in immediately available funds, and Grantee or such ownerShares, as the case may be, shall surrender to Issuer and (iv) in the Option. Upon receipt event of a sale of all or a substantial portion of Issuer's assets, the sum of the price paid in such sale for such assets and the current market value of the remaining assets of Issuer, less the current market value of the remaining liabilities of Issuer, each such value as determined by a nationally recognized investment banking firm selected by the Grantee Holder or the Owner, as the case may be, and reasonably acceptable to the Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the Option Repurchase time of such sale. In determining the Market/Offer Price, the obligations value of the Issuer to deliver Option Shares pursuant to Section 3 of this Agreement consideration other than cash shall be terminated with respect determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to the number of Option Shares specified in the Cash Exercise Notice or the number of Option Shares as to which the Option is repurchased under Section 7(b)Issuer. (d) For purposes of this Agreement, the following terms have the following meanings:

Repurchase of Option. (a) Notwithstanding the provisions of Section 2(aFrom and after a Repurchase Event (as defined below), at any time commencing upon (i) following a request of the first occurrence of a Purchase Event and ending upon termination of this Option in accordance with Section 2Holder, delivered prior to an Exercise Termination Event, Issuer (or any successor entity thereofthereto) shall at the request of Grantee (any such request, a "Cash Exercise Notice"), repurchase from Grantee the Option or a portion thereof (if and to from the extent not previously exercised or terminated) Holder at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6), multiplied by all or such portion of the Option Shares subject to the Option as the Grantee shall specify in the Cash Exercise Notice (the "Option Repurchase Price"). ) equal to the amount by which (bx) Notwithstanding the provisions of Section 2(a), at any time following the occurrence of a Purchase Event, Issuer Market/Offer Price (or any successor entity thereofas defined below) may, at its election, repurchase exceeds (y) the Option Price, multiplied by the number of shares for which this Option may then be exercised and (if and to the extent not previously exercised or terminatedii) at the request of the owner of Option Shares from time to time (the "Owner"), delivered within 90 days of such occurrence (or such later period as provided in Section 10), Issuer shall repurchase such number of Option Shares from the Owner as the Owner shall designate at a price (the "Option Share Repurchase Price") equal to the Market/Offer Price multiplied by the number of Option Shares so designated, provided, however, that the Option Purchase Price and Option Share Repurchase Price shall be subject to the limitations set forth in Section 24. For purposes The term "Market/Offer Price" shall mean the highest of (i) the price per share of Common Stock at which a tender offer or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Agreement, an exercise Option or the Owner gives notice of the required repurchase of Option shall be deemed to occur on the Closing Date and not on the Notice Date relating thereto. (c) In connection with any exercise of rights under this Section 7, Issuer shall, within 5 business days after the Section 7 Request Date, pay the Option Repurchase Price in immediately available funds, and Grantee or such ownerShares, as the case may be, shall surrender to Issuer and (iv) in the Option. Upon receipt event of a sale of all or a substantial portion of Issuer's assets, the sum of the price paid in such sale for such assets and the current market value of the remaining assets of Issuer, less the current market value of the remaining liabilities of Issuer, each such value as determined by a nationally recognized investment banking firm selected by the Grantee Holder or the Owner, as the case may be, and reasonably acceptable to the Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the Option Repurchase time of such sale. In determining the Market/Offer Price, the obligations value of the Issuer to deliver Option Shares pursuant to Section 3 of this Agreement consideration other than cash shall be terminated with respect determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to the number of Option Shares specified in the Cash Exercise Notice or the number of Option Shares as to which the Option is repurchased under Section 7(b)Issuer. (d) For purposes of this Agreement, the following terms have the following meanings:

Repurchase of Option. (a) Notwithstanding the provisions of Section 2(a), at any time commencing upon the first occurrence of a Purchase Event and ending upon termination of this Option in accordance with Section 2, Issuer (or any successor entity thereof) shall at the request of Grantee (any such request, a "Cash Exercise Notice"), repurchase from Grantee the Option or a portion thereof (if and to the extent not previously exercised or terminated) at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6), multiplied by all or such portion of the Option Shares subject to the Option as the Grantee shall specify in the Cash Exercise Notice (the "Option Repurchase Price"). (b) Notwithstanding the provisions of Section 2(a), at any time following the occurrence of a Purchase Event, Issuer (or any successor entity thereof) may, at its election, repurchase the Option (if and to the extent not previously exercised or terminated) at the Option Repurchase Price; provided that the aggregate number of Option Shares as to which the Option may be repurchased shall not exceed 129,701,373. For purposes of this Agreement, an exercise of the Option shall be deemed to occur on the Closing Date and not on the Notice Date relating thereto. (c) In connection with any exercise of rights under this Section 7, Issuer shall, within 5 business days after the Section 7 Request Date, pay the Option Repurchase Price in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option. Upon receipt by the Grantee of the Option Repurchase Priceprice, the obligations of the Issuer to deliver Option Shares pursuant to Section 3 of this Agreement shall be terminated with respect to the number of Option Shares specified in the Cash Exercise Notice or the number of Option Shares as to which the Option is repurchased under Section 7(b). (d) For purposes of this Agreement, the following terms have the following meanings:

Repurchase of Option. (a) Notwithstanding Upon the provisions of Section 2(a), at any time commencing upon the first occurrence of a Purchase Event and ending upon termination of this Option in accordance with Section 2that occurs prior to an Exercise Termination Event, Issuer (or any successor entity thereofi) shall at the request (the date of Grantee (any such requestrequest being the "Option Repurchase Request Date") of Grantee, a "Cash Exercise Notice"), Issuer shall repurchase the Option from Grantee the Option or a portion thereof (if and to the extent not previously exercised or terminated) at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6), multiplied by all or such portion of the Option Shares subject to the Option as the Grantee shall specify in the Cash Exercise Notice (the "Option Repurchase Price"). ) equal to the amount by which (bA) Notwithstanding the provisions of Section 2(a), at any time following the occurrence of a Purchase Event, Issuer Market/Offer Price (or any successor entity thereofas defined below) may, at its election, repurchase exceeds (B) the Option Price, multiplied by the number of shares for which the Option may then be exercised and (if and to the extent not previously exercised or terminatedii) at the request (the date of such request being the "Option Share Repurchase Price. For purposes Request Date") of this Agreementthe owner of Option Shares from time to time (the "Owner"), an exercise Issuer shall repurchase such number of the Option Shares from the Owner as the Owner shall be deemed designate at a price (the "Option Share Repurchase Price") equal to occur on the Closing Date and not on Market/Offer Price multiplied by the Notice Date relating thereto. number of Option Shares so designated. The term "Market/Offer Price" shall mean the highest of (ci) In connection with any exercise the price per share of rights under this Section 7, Issuer shall, within 5 business days Common Stock at which a Tender Offer or Exchange Offer therefor has been made after the Section 7 Request Date, pay date hereof and on or prior to the Option Repurchase Price in immediately available funds, and Grantee Request Date or such ownerthe Option Share Repurchase Request Date, as the case may be, shall surrender (ii) the price per share of Common Stock paid or to be paid by any third party pursuant to an agreement with Issuer (whether by way of a merger, consolidation or otherwise), (iii) the Option. Upon receipt by highest last sale price for shares of Common Stock within the Grantee of 180-day period ending on the Option Repurchase Request Date or the Option Share Repurchase Request Date, as the case may be, listed on either the OTC Bulletin Board, The Nasdaq Stock Market or such other principal market or exchange on which the Common Stock is traded (as reported by The Wall Street Journal, or, if not reported thereby, another authoritative source), (iv) in the event of a sale of all or substantially all of Issuer's assets, 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 independent investment banking firm selected by Grantee or the Owner, as the case may be, divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the Market/Offer Price, the obligations value of the Issuer to deliver Option Shares pursuant to Section 3 of this Agreement consideration other than cash shall be terminated with respect to the number of Option Shares specified in the Cash Exercise Notice value determined by a nationally-recognized independent investment banking firm selected by Grantee or the number of Option Shares Owner, as to which the Option is repurchased under Section 7(b)case may be, whose determination shall be conclusive and binding on all parties. (d) For purposes of this Agreement, the following terms have the following meanings:

Repurchase of Option. (a) Notwithstanding the provisions of Section 2(a), at any time commencing upon the first occurrence of a Purchase Event and ending upon termination of this Option in accordance with Section 2, Issuer (or any successor entity thereof) shall at the request of Grantee (any such request, a "Cash Exercise Notice"), repurchase from Grantee the Option or a portion thereof (if and to the extent not previously exercised or terminated) at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6), multiplied by all or such portion of the Option Shares subject to the Option as the Grantee shall specify in the Cash Exercise Notice (the "Option Repurchase Price"). (b) Notwithstanding the provisions of Section 2(a), at any time following the occurrence of a Purchase Event, Issuer (or any successor entity thereof) may, at its election, repurchase the Option (if and to the extent not previously exercised or terminated) at the Option Repurchase Price; provided that the aggregate number of Option Shares as to which the Option may be repurchased shall not exceed 85,294,118. For purposes of this Agreement, an exercise of the Option shall be deemed to occur on the Closing Date and not on the Notice Date relating thereto. (c) In connection with any exercise of rights under this Section 7, Issuer shall, within 5 business days after the Section 7 Request Date, pay the Option Repurchase Price in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option. Upon receipt by the Grantee of the Option Repurchase Priceprice, the obligations of the Issuer to deliver Option Shares pursuant to Section 3 of this Agreement shall be terminated with respect to the number of Option Shares specified in the Cash Exercise Notice or the number of Option Shares as to which the Option is repurchased under Section 7(b). (d) For purposes of this Agreement, the following terms have the following meanings:

Repurchase of Option. (a) Notwithstanding Upon the provisions of Section 2(a), at any time commencing upon the first occurrence of a Purchase Event and ending upon termination of this Option in accordance with Section 2that occurs prior to an Exercise Termination Event, Issuer (or any successor entity thereofi) shall at the request (the date of Grantee (any such requestrequest being the "Option Repurchase Request Date") of Grantee, a "Cash Exercise Notice"), Issuer shall repurchase the Option from Grantee the Option or a portion thereof (if and to the extent not previously exercised or terminated) at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6), multiplied by all or such portion of the Option Shares subject to the Option as the Grantee shall specify in the Cash Exercise Notice (the "Option Repurchase Price"). ) equal to the amount by which (bA) Notwithstanding the provisions of Section 2(a), at any time following the occurrence of a Purchase Event, Issuer market/offer price (or any successor entity thereofas defined below) may, at its election, repurchase exceeds (B) the Option Price, multiplied by the number of shares for which the Option may then be exercised and (if and to the extent not previously exercised or terminatedii) at the request (the date of such request being the "Option Share Repurchase Price. For purposes Request Date") of this Agreementthe owner of Option Shares from time to time (the "Owner"), an exercise Issuer shall repurchase such number of the Option Shares from the Owner as the Owner shall be deemed designate at a price (the "Option Share Repurchase Price") equal to occur on the Closing Date and not on market/offer price multiplied by the Notice Date relating thereto. number of Option Shares so designated. The term "market/offer price" shall mean the highest of (ci) In connection with any exercise the price per share of rights under this Section 7, Issuer shall, within 5 business days Common Stock at which a tender offer or exchange offer therefor has been made after the Section 7 Request Date, pay date hereof and on or prior to the Option Repurchase Price in immediately available funds, and Grantee Request Date or such ownerthe Option Share Repurchase Request Date, as the case may be, shall surrender (ii) the price per share of Common Stock paid or to be paid by any third party pursuant to an agreement with Issuer (whether by way of a merger, consolidation or otherwise), (iii) the Option. Upon receipt by highest last sale price for shares of Common Stock within the Grantee of 360-day period ending on the Option Repurchase PriceRequest Date or the Option Share Repurchase Request Date, as the case may be, listed on either the OTC Bulletin Board, The Nasdaq Stock Market or such other principal market or exchange on which the Common Stock is traded (as reported by The Wall Street Journal, or, if not reported thereby, another authoritative source), (iv) in the event of a sale of all or substantially all of Issuer's assets, the obligations sum of the price paid in such sale for such assets and the current market value of the remaining assets of Issuer to deliver Option Shares pursuant to Section 3 of this Agreement shall be terminated with respect to as determined by a nationally-recognized independent investment banking firm selected by Grantee or the Owner, as the case may be, divided by the number of Option Shares specified in shares of Common Stock of Issuer outstanding at the Cash Exercise Notice time of such sale. In determining the market/offer price, the value of consideration other than cash shall be the value determined by a nationally-recognized independent investment banking firm selected by Grantee or the number of Option Shares Owner, as to which the Option is repurchased under Section 7(b)case may be, whose determination shall be conclusive and binding on all parties. (d) For purposes of this Agreement, the following terms have the following meanings:

Repurchase of Option. (a) Notwithstanding the provisions of Section 2(a), at At any time commencing upon after the first occurrence of a Purchase Repurchase Event and ending upon termination (defined below): (i) at the request of this Option Holder, delivered prior to an Exercise Termination Event (or such later period as provided in accordance with Section 210), Issuer (or any successor entity thereofto Issuer) shall at the request of Grantee (any such request, a "Cash Exercise Notice"), repurchase from Grantee the Option or a portion thereof (if and to the extent not previously exercised or terminated) from Holder at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6), multiplied by all or such portion of the Option Shares subject to the Option as the Grantee shall specify in the Cash Exercise Notice (the "Option Repurchase Price"). ) equal to the amount by which (bx) Notwithstanding the provisions Market/Offer Price (as defined below) exceeds (y) the Option Price, multiplied by the number of Section 2(ashares for which this Option may then be exercised; and (ii) at the request of the owner of Option Shares from time to time (the "Owner"), at any time following the occurrence of a Purchase Eventdelivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor entity thereofto Issuer) may, at its election, shall repurchase the Option (if and to the extent not previously exercised or terminated) at the Option Repurchase Price. For purposes of this Agreement, an exercise such number of the Option Shares from Owner as Owner shall designate at a price (the "Option Share Repurchase Price") equal to the Market/Offer Price multiplied by the number of Option Shares so designated. The term "Market/Offer Price" shall mean the highest of: (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made after the date hereof; (ii) the price per share of Common Stock to be deemed paid by any third party pursuant to occur an agreement entered into with Issuer after the date hereof; (iii) the highest average closing sale price for shares of Common Stock reported on the Closing Date Nasdaq Stock Market for a ten consecutive trading day period within the three-month period immediately preceding the date Holder gives notice of the required repurchase of this Option or Owner gives notice of the required repurchase of Option Shares, as the case may be; or (iv) in the event of a sale of all or any substantial part of the assets or deposits of Issuer or Issuer Subsidiary, the sum of the net price paid in such sale for such assets or deposits and not on the Notice Date relating thereto. (c) In connection with any exercise current market value of rights under this Section 7, the remaining assets of Issuer shall, within 5 business days after the Section 7 Request Date, pay the Option Repurchase Price in immediately available funds, and Grantee as determined by a nationally recognized investment banking firm selected by Holder or such ownerOwner, as the case may be, shall surrender and reasonably acceptable to Issuer the Option. Upon receipt Issuer, divided by the Grantee number of shares of Common Stock of Issuer outstanding at the Option Repurchase time of such sale. In determining the Market/Offer Price, the obligations value of the Issuer to deliver Option Shares pursuant to Section 3 of this Agreement consideration other than cash shall be terminated with respect determined by a nationally recognized investment banking firm selected by Holder or Owner, as the case may be, and reasonably acceptable to the number of Option Shares specified in the Cash Exercise Notice or the number of Option Shares as to which the Option is repurchased under Section 7(b)Issuer. (d) For purposes of this Agreement, the following terms have the following meanings:

Repurchase of Option. (a) Notwithstanding the provisions of Section 2(a), at At any time commencing upon after the first occurrence of a Purchase Repurchase Event and ending upon termination (defined below) which occurs prior to an Exercise Termination Event: (i) at the request of this Option Holder, delivered prior to an Exercise Termination Event (or such later period as provided in accordance with Section 210), Issuer (or any successor entity thereofto Issuer) shall at the request of Grantee (any such request, a "Cash Exercise Notice"), repurchase from Grantee the Option or a portion thereof (if and to the extent not previously exercised or terminated) from Holder at a price which, subject to Section 10 below, is (the "OPTION REPURCHASE PRICE") equal to the excess, if any, of amount by which (x) the Applicable Price market/offer price (as defined below) as of the Section 7 Request Date (as defined below) for a Share over exceeds (y) the Purchase Price (subject to adjustment pursuant to Section 6)Option Price, multiplied by all or such portion the number of shares for which this Option may then be exercised; and (ii) at the request of the owner of Option Shares subject from time to the Option as the Grantee shall specify in the Cash Exercise Notice time (the "Option Repurchase PriceOWNER"). , delivered prior to an Exercise Termination Event (b) Notwithstanding the provisions of or such later period as provided in Section 2(a10), at any time following the occurrence of a Purchase Event, Issuer (or any successor entity thereofto Issuer) may, at its election, shall repurchase the Option (if and to the extent not previously exercised or terminated) at the Option Repurchase Price. For purposes of this Agreement, an exercise such number of the Option Shares from Owner as Owner shall designate at a price (the "OPTION SHARE REPURCHASE PRICE") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "MARKET/OFFER PRICE" shall mean the highest of: (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made; (ii) the price per share of Common Stock to be deemed paid by any third party pursuant to occur on an agreement with Issuer; (iii) the Closing Date highest sale price for shares of Common Stock within the six-month period immediately preceding the date Holder gives notice of the required repurchase of this Option or Owner gives notice of the required repurchase of Option Shares, as the case may be; or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and not on the Notice Date relating thereto. (c) In connection with any exercise current market value of rights under this Section 7, the remaining assets of Issuer shall, within 5 business days after the Section 7 Request Date, pay the Option Repurchase Price in immediately available funds, and Grantee as determined by a nationally recognized investment banking firm selected by Holder or such ownerOwner, as the case may be, shall surrender and reasonably acceptable to Issuer the Option. Upon receipt Issuer, divided by the Grantee of the Option Repurchase Price, the obligations of the Issuer to deliver Option Shares pursuant to Section 3 of this Agreement shall be terminated with respect to the number of Option Shares specified in shares of Common Stock of Issuer outstanding at the Cash Exercise Notice or time of such sale. In determining the number of Option Shares as to which the Option is repurchased under Section 7(b). (d) For purposes of this Agreementmarket/offer price, the following terms have value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by Holder or Owner, as the following meanings:case may be, and reasonably acceptable to Issuer.

Repurchase of Option. (a) Notwithstanding the provisions of Section 2(a), at At any time commencing upon after the first occurrence of a Purchase Repurchase Event and ending upon termination (defined below): (i) at the request of this Option Holder, delivered prior to an Exercise Termination Event (or such later period as provided in accordance with Section 210), Issuer (or any successor entity thereofto Issuer) shall at the request of Grantee (any such request, a "Cash Exercise Notice"), repurchase from Grantee the Option or a portion thereof (if and to the extent not previously exercised or terminated) from Holder at a price which, subject to Section 10 below, is (the "OPTION REPURCHASE PRICE") equal to the excess, if any, of amount by which (x) the Applicable Price market/offer price (as defined below) as of the Section 7 Request Date (as defined below) for a Share over exceeds (y) the Purchase Price (subject to adjustment pursuant to Section 6)Option Price, multiplied by all or such portion the number of shares for which this Option may then be exercised; and (ii) at the request of the owner of Option Shares subject from time to the Option as the Grantee shall specify in the Cash Exercise Notice time (the "Option Repurchase PriceOWNER"). , delivered prior to an Exercise Termination Event (b) Notwithstanding the provisions of or such later period as provided in Section 2(a10), at any time following the occurrence of a Purchase Event, Issuer (or any successor entity thereofto Issuer) may, at its election, shall repurchase the Option (if and to the extent not previously exercised or terminated) at the Option Repurchase Price. For purposes of this Agreement, an exercise such number of the Option Shares from Owner as Owner shall designate at a price (the "OPTION SHARE REPURCHASE PRICE") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "MARKET/OFFER PRICE" shall mean the highest of: (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made; (ii) the price per share of Common Stock to be deemed paid by any third party pursuant to occur on an agreement with Issuer; (iii) the Closing Date highest sale price for shares of Common Stock within the six-month period immediately preceding the date Holder gives notice of the required repurchase of this Option or Owner gives notice of the required repurchase of Option Shares, as the case may be; or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and not on the Notice Date relating thereto. (c) In connection with any exercise current market value of rights under this Section 7, the remaining assets of Issuer shall, within 5 business days after the Section 7 Request Date, pay the Option Repurchase Price in immediately available funds, and Grantee as determined by a nationally recognized investment banking firm selected by Holder or such ownerOwner, as the case may be, shall surrender and reasonably acceptable to Issuer the Option. Upon receipt Issuer, divided by the Grantee of the Option Repurchase Price, the obligations of the Issuer to deliver Option Shares pursuant to Section 3 of this Agreement shall be terminated with respect to the number of Option Shares specified in shares of Common Stock of Issuer outstanding at the Cash Exercise Notice or time of such sale. In determining the number of Option Shares as to which the Option is repurchased under Section 7(b). (d) For purposes of this Agreementmarket/offer price, the following terms have value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by Holder or Owner, as the following meanings:case may be, and reasonably acceptable to Issuer.

Repurchase of Option. (a) Notwithstanding the provisions of Section 2(a), at any time commencing upon the first occurrence of a Purchase Event and ending upon the expiration or termination of this Option in accordance with Section 2, Issuer the Company (or any successor entity thereof) shall at the request of Grantee Holdings (any such request, a "Cash Exercise Notice"), repurchase from Grantee Holdings (or any affiliate or Subsidiary of Holdings) the Option or a portion thereof (if and to the extent not previously exercised or terminated) at a price which, subject to Section 10 11 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 10 Request Date (as defined below) for a Share over (y) the Purchase Exercise Price (subject to adjustment pursuant to Section 67), multiplied by all or such portion of the Option Shares subject to the Option as the Grantee Holdings shall specify in the Cash Exercise Notice (the "Option the"Option Repurchase Price"). (b) Notwithstanding the provisions of Section 2(a), at any time following the occurrence of a Purchase Event, Issuer (or any successor entity thereof) may, at its election, repurchase the Option (if and to the extent not previously exercised or terminated) at the Option Repurchase Price. For purposes of this Agreement, an exercise of the Option shall be deemed to occur on the Closing Date date of closing and not on the date of the Exercise Notice Date relating thereto. (cb) In connection with any exercise of rights under this Section 710, Issuer the Company shall, within 5 business days after the Section 7 10 Request Date, pay the Option Repurchase Price in immediately available funds, and Grantee Holdings or such ownerOwner, as the case may be, shall surrender to Issuer the Company the Option. Upon receipt by the Grantee Holdings of the Option Repurchase Price, the obligations of the Issuer Company to deliver Option Shares pursuant to Section 3 of this Agreement shall be terminated with respect to the number of Option Shares specified in the Cash Exercise Notice or the number of Option Shares as to which the Option is repurchased under Section 7(b10(b). (dc) For purposes of this Agreement, the following terms have the following meanings:

Repurchase of Option. (a) Notwithstanding the provisions of Section 2(a), at any time commencing upon the first occurrence of a Purchase Event and ending upon termination of this Option in accordance with Section 2, Issuer (or any successor entity thereof) shall at the request of Grantee (any such request, a "Cash Exercise Notice"), repurchase from Grantee the Option or a portion thereof (if and to the extent not previously exercised or terminated) at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6), multiplied by all or such portion of the Option Shares subject to the Option as the Grantee shall specify in the Cash Exercise Notice (the "Option Repurchase Price"). (b) Notwithstanding the provisions of Section 2(a), at any time following the occurrence of a Purchase Event, Issuer (or any successor entity thereof) may, at its election, repurchase the Option (if and to the extent not previously exercised or terminated) at the Option Repurchase Price; provided that the aggregate number of Option Shares as to which the Option may be repurchased shall not exceed 2,337,598. For purposes of this Agreement, an exercise of the Option shall be deemed to occur on the Closing Date and not on the Notice Date relating thereto. (c) In connection with any exercise of rights under this Section 7, Issuer shall, within 5 business days after the Section 7 Request Date, pay the Option Repurchase Price in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option. Upon receipt by the Grantee of the Option Repurchase Priceprice, the obligations of the Issuer to deliver Option Shares pursuant to Section 3 of this Agreement shall be terminated with respect to the number of Option Shares specified in the Cash Exercise Notice or the number of Option Shares as to which the Option is repurchased under Section 7(b). (d) For purposes of this Agreement, the following terms have the following meanings:

Repurchase of Option. (a) Notwithstanding the provisions of -------------------- Section 2(a), at any time commencing upon the first occurrence of a Purchase Event and ending upon termination of this Option in accordance with Section 2, Issuer (or any successor entity thereof) shall at the request of Grantee (any such request, a "Cash Exercise Notice"), repurchase from Grantee the Option or a -------------------- portion thereof (if and to the extent not previously exercised or terminated) at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6), multiplied by all or such portion of the Option Shares subject to the Option as the Grantee shall specify in the Cash Exercise Notice (the "Option Repurchase Price").. ----------------------- (b) Notwithstanding the provisions of Section 2(a), at any time following the occurrence of a Purchase Event, Issuer (or any successor entity thereof) may, at its election, repurchase the Option (if and to the extent not previously exercised or terminated) at the Option Repurchase Price; provided that the aggregate number of Option Shares as to which the Option may be repurchased shall not exceed 3,051,887. For purposes of this Agreement, an exercise of the Option shall be deemed to occur on the Closing Date and not on the Notice Date relating thereto. (c) In connection with any exercise of rights under this Section 7, Issuer shall, within 5 business days after the Section 7 Request Date, pay the Option Repurchase Price in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option. Upon receipt by the Grantee of the Option Repurchase Priceprice, the obligations of the Issuer to deliver Option Shares pursuant to Section 3 of this Agreement shall be terminated with respect to the number of Option Shares specified in the Cash Exercise Notice or the number of Option Shares as to which the Option is repurchased under Section 7(b). (d) For purposes of this Agreement, the following terms have the following meanings:

Repurchase of Option. (a) Notwithstanding the provisions of Section 2(a), at At any time commencing upon after the first occurrence of a Purchase Repurchase Event and ending upon termination (defined below): (i) at the request of this Option Holder, delivered prior to an Exercise Termination Event (or such later period as provided in accordance with Section 210), Issuer (or any successor entity thereofto Issuer) shall at the request of Grantee (any such request, a "Cash Exercise Notice"), repurchase from Grantee the Option or a portion thereof (if and to the extent not previously exercised or terminated) from Holder at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6), multiplied by all or such portion of the Option Shares subject to the Option as the Grantee shall specify in the Cash Exercise Notice (the "Option Repurchase Price"). ) equal to the amount by which (bx) Notwithstanding the provisions market/offer price (as defined below) exceeds (y) the Option Price, multiplied by the number of Section 2(ashares for which this Option may then be exercised; and (ii) at the request of the owner of Option Shares from time to time (the "Owner"), at any time following the occurrence of a Purchase Eventdelivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor entity thereofto Issuer) may, at its election, shall repurchase the Option (if and to the extent not previously exercised or terminated) at the Option Repurchase Price. For purposes of this Agreement, an exercise such number of the Option Shares from Owner as Owner shall designate at a price (the "Option Share Repurchase Price") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of: (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made; (ii) the price per share of Common Stock to be deemed paid by any third party pursuant to occur on an agreement with Issuer; (iii) the Closing Date highest sale price for shares of Common Stock within the six-month period immediately preceding the date Holder gives notice of the required repurchase of this Option or Owner gives notice of the required repurchase of Option Shares, as the case may be; or (iv) in the event of a sale of all or any substantial part of the assets or deposits of Issuer or any Issuer Subsidiary, the sum of the net price paid in such sale for such assets or deposits and not on the Notice Date relating thereto. (c) In connection with any exercise current market value of rights under this Section 7, the remaining assets of Issuer shall, within 5 business days after the Section 7 Request Date, pay the Option Repurchase Price in immediately available funds, and Grantee as determined by a nationally recognized investment banking firm selected by Holder or such ownerOwner, as the case may be, shall surrender and reasonably acceptable to Issuer the Option. Upon receipt Issuer, divided by the Grantee of the Option Repurchase Price, the obligations of the Issuer to deliver Option Shares pursuant to Section 3 of this Agreement shall be terminated with respect to the number of Option Shares specified in shares of Common Stock of Issuer outstanding at the Cash Exercise Notice or time of such sale. In determining the number of Option Shares as to which the Option is repurchased under Section 7(b). (d) For purposes of this Agreementmarket/offer price, the following terms have value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by Holder or Owner, as the following meanings:case may be, and reasonably acceptable to Issuer.

Repurchase of Option. (a) Notwithstanding the provisions of Section 2(a), at a. At any time commencing upon after the first occurrence of a Purchase Repurchase Event and ending upon termination of this Option in accordance with Section 2, Issuer (or any successor entity thereof) shall at the request of Grantee (any such request, a "Cash Exercise Notice"), repurchase from Grantee the Option or a portion thereof (if and to the extent not previously exercised or terminated) at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as (i) at the request of the Section 7 Request Date Holder, delivered prior to the termination of this Agreement, FCCI (or any successor thereto) shall repurchase the Option from the holder of this Option (the “Holder”) at a price (the “Option Repurchase Price”) equal to the amount by which (A) the market/offer price (as defined below) for a Share over exceeds (yB) the Purchase Price (subject to adjustment pursuant to Section 6)Option Price, multiplied by all the number of shares for which this Option may then be exercised and (ii) at the request of the owner of Option Shares from time to time (the “Owner”),delivered prior to the termination of this Agreement, FCCI (or any successor thereto) shall repurchase such portion number of the Option Shares subject from the Owner as the Owner shall designate at a price (the “Option Share Repurchase Price”) equal to the market/offer price multiplied by the number of Option as Shares so designated. The term “market/offer price” shall mean the Grantee shall specify in highest of (i) the Cash Exercise Notice highest price per share of Common Stock paid by any person that acquires beneficial ownership of 4.5% or more of the then outstanding Common Stock, or (ii) the "Option Repurchase Price"). (b) Notwithstanding price per share of Common Stock to be paid by any third party pursuant to an agreement with FCCI entered into after the provisions of Section 2(a), at any time following the occurrence of a Purchase Event, Issuer (or any successor entity thereof) may, at its election, repurchase the Option (if date hereof and prior to the extent not previously exercised or terminated) at date the Option Repurchase Price. For purposes Holder gives notice of the required repurchase of this Agreement, an exercise Option or the Owner gives notice of the required repurchase of Option shall be deemed to occur on the Closing Date and not on the Notice Date relating thereto. (c) In connection with any exercise of rights under this Section 7, Issuer shall, within 5 business days after the Section 7 Request Date, pay the Option Repurchase Price in immediately available funds, and Grantee or such ownerShares, as the case may be, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be. In determining the market/offer price, the value of consideration other than cash shall surrender to Issuer the Option. Upon receipt be determined by a nationally recognized investment banking firm selected by the Grantee Holder or Owner, as the case may be, and reasonably acceptable to FCCI. b. The Holder and the Owner, as the case may be, may exercise its right to require FCCI to repurchase the Option and any Option Shares pursuant to this Section 7 by surrendering for such purpose to FCCI, at its principal office, a copy of this Agreement or certificates for Option Shares, as applicable, accompanied by a written notice or notices stating that the Holder or the Owner, as the case may be, elects to require FCCI to repurchase this Option and/or the Option Shares in accordance with the provisions of this Section 7. As promptly as practicable, and in any event within five (5) business days after the surrender of the Option and/or certificates representing Option Shares and the receipt of such notice or notices relating thereto, FCCI shall deliver or cause to be delivered to the Holder the Option Repurchase Price and/or to the Owner the Option Share Repurchase Price therefor or the portion thereof that FCCI is not then prohibited under applicable law, regulation and administrative policy from so delivering. c. To the extent that FCCI is prohibited under applicable law or regulation, from repurchasing the Option and/or the Option Shares in full, FCCI shall immediately so notify the Holder and/or the Owner and thereafter deliver or cause to be delivered, from time to time, to the Holder and/or the Owner, as appropriate, the portion of the Option Repurchase Price and the Option Share Repurchase Price, respectively, that it is no longer prohibited from delivering, within five (5) business days after the date on which FCCI is no longer so prohibited; provided, however, that if FCCI at any time after delivery of a notice of repurchase pursuant to paragraph (b) of this Section 7 is prohibited under applicable law or regulation, from delivering to the Holder and/or the Owner, as appropriate, the Option Repurchase Price and the Option Share Repurchase Price, respectively, in full (and FCCI hereby undertakes to use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish such repurchase), the Holder or Owner may revoke its notice of repurchase of the Option and/or the Option Shares whether in whole or to the extent of the prohibition, whereupon, in the latter case, FCCI shall promptly (i) deliver to the Holder and/or the Owner, as appropriate, that portion of the Option Repurchase Price and/or the Option Share Repurchase Price that FCCI is not prohibited from delivering; and (ii) deliver, as appropriate, either (A) to the Holder, a new Agreement evidencing the right of the Holder to purchase that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the notice of repurchase by a fraction, the numerator of which is the Option Repurchase Price less the portion thereof theretofore delivered to the Holder and the denominator of which is the Option Repurchase Price, and/or (B) to the obligations Owner, a certificate for the Option Shares it is then so prohibited from repurchasing. If an Exercise Termination Event shall have occurred prior to the date of the Issuer to deliver Option Shares pursuant to Section 3 notice by FCCI described in the first sentence of this Agreement subsection (c), or shall be terminated with respect scheduled to occur at any time before the number expiration of Option Shares specified in a period ending on the Cash Exercise Notice or thirtieth (30th) day after such date, the number of Option Shares as Holder shall nonetheless have the right to which exercise the Option is repurchased under Section 7(b)until the expiration of such 30-day period. (d) d. For purposes of this AgreementSection 7, a "Repurchase Event" shall be deemed to have occurred upon the occurrence of any of the following events or transactions after the date hereof: (i) any person other than TKSS or any TKSS Subsidiary (a “Third Party”) acquires beneficial ownership of 9% or more of the then outstanding Common Stock; or (ii) FCCI enters into a written definitive agreement with any Third Party providing for (i) the acquisition by a Third Party of 9% or more of the assets of FCCI and its Subsidiaries taken as a whole; or (ii) the acquisition by a Third Party of 9% or more of the outstanding Common Stock or any securities convertible into or exchangeable or exercisable for shares of Common Stock that would constitute 9% or more of the outstanding Common Stock upon such conversion, exchange or exercise; or (iii) the acquisition by FCCI of the assets or stock of a Third Party if, as a result, the outstanding shares of Common Stock immediately prior thereto are increased by 9%; or (iv) the merger, consolidation or business combination of FCCI with or into a Third Party where, following terms have such merger, consolidation or business combination, the following meanings:shareholders of FCCI (other than the Third Party or its affiliates) prior to such transaction hold, immediately after such transaction, securities of the surviving entity constituting more than 30% of the total voting power of the surviving entity.

Repurchase of Option. (a) Notwithstanding the provisions of Section 2(a), at At any time commencing upon after the first occurrence of a Purchase Repurchase Event and ending upon termination (defined below): (i) at the request of this Option Holder, delivered prior to an Exercise Termination Event (or such later period as provided in accordance with Section 210), Issuer (or any successor entity thereofto Issuer) shall at the request of Grantee (any such request, a "Cash Exercise Notice"), repurchase from Grantee the Option or a portion thereof (if and to the extent not previously exercised or terminated) from Holder at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6), multiplied by all or such portion of the Option Shares subject to the Option as the Grantee shall specify in the Cash Exercise Notice (the "Option Repurchase Price"). ) equal to the amount by which (bx) Notwithstanding the provisions market/offer price (as defined below) exceeds (y) the Option Price, multiplied by the number of Section 2(ashares for which this Option may then be exercised; and (ii) at the request of the owner of Option Shares from time to time (the "Owner"), at any time following the occurrence of a Purchase Eventdelivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor entity thereofto Issuer) may, at its election, shall repurchase the Option (if and to the extent not previously exercised or terminated) at the Option Repurchase Price. For purposes of this Agreement, an exercise such number of the Option Shares from Owner as Owner shall designate at a price (the "Option Share Repurchase Price") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of: (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made; (ii) the price per share of Common Stock to be deemed paid by any third party pursuant to occur on an agreement with Issuer; (iii) the Closing Date highest sale price for shares of Common Stock within the six-month period immediately preceding the date Holder gives notice of the required repurchase of this Option or Owner gives notice of the required repurchase of Option Shares, as the case may be; or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and not on the Notice Date relating thereto. (c) In connection with any exercise current market value of rights under this Section 7, the remaining assets of Issuer shall, within 5 business days after the Section 7 Request Date, pay the Option Repurchase Price in immediately available funds, and Grantee as determined by a nationally recognized investment banking firm selected by Holder or such ownerOwner, as the case may be, shall surrender and reasonably acceptable to Issuer the Option. Upon receipt Issuer, divided by the Grantee number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by Holder or Owner, as the case may be, and reasonably acceptable to Issuer. (b) Holder or Owner, as the case may be, may exercise its right to require Issuer to repurchase the Option and any Option Shares pursuant to this Section 7 by surrendering for such purpose to Issuer, at its principal office, a copy of this Agreement or certificates for Option Shares, as applicable, accompanied by a written notice or notices stating that Holder or Owner, as the case may be, elects to require Issuer to repurchase this Option and/or the Option Shares in accordance with the provisions of this Section 7. As promptly as practicable, and in any event within five business days after the surrender of the Option and/or certificates representing Option Shares and the receipt of such notice or notices relating thereto, Issuer shall deliver or cause to be delivered to Holder the Option Repurchase Price and/or to Owner the Option Share Repurchase Price therefor or the portion thereof that Issuer is not then prohibited under applicable law and regulation from so delivering. (c) To the extent that 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 Holder and/or Owner and thereafter deliver or cause to be delivered, from time to time, to Holder and/or Owner, as appropriate, the portion of the Option Repurchase Price and the Option Share Repurchase Price, respectively, that it is no longer prohibited from delivering, within five business days after the date on which Issuer is no longer so prohibited; provided, that if Issuer at any time after delivery of a notice of repurchase pursuant to Section 7(b) is prohibited under applicable law or regulation, or as a consequence of administrative policy, from delivering to Holder and/or Owner, as appropriate, the Option Repurchase Price and the Option Share Repurchase Price, respectively, in full (and Issuer hereby undertakes to use its best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish such repurchase), Holder or Owner may revoke its notice of repurchase of 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 Holder and/or Owner, as appropriate, that portion of the Option Repurchase Price or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) deliver, as appropriate, either (A) to Holder, a new Agreement evidencing the right of Holder to purchase that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the notice of repurchase by a fraction, the numerator of which is the Option Repurchase Price less the portion of the Option Repurchase Price previously delivered to Holder and the denominator of which is the Option Repurchase Price, and/or (B) to Owner, a certificate for the obligations Option Shares it is then so prohibited from repurchasing. If an Exercise Termination Event shall have occurred prior to the date of the notice by Issuer to deliver Option Shares pursuant to Section 3 described in the first sentence of this Agreement Section 7(c), or shall be terminated with respect scheduled to occur at any time before the number expiration of Option Shares specified in a period ending on the Cash Exercise Notice or thirtieth day after such date, Holder shall nonetheless have the number of Option Shares as right to which exercise the Option is repurchased under Section 7(b)until the expiration of such 30-day period. (d) For purposes of this AgreementSection 7, a "Repurchase Event" shall be considered to have occurred upon the occurrence of any of the following terms have events or transactions after the following meaningsdate of this Agreement: (i) the acquisition by any person (other than Grantee or any Grantee Subsidiary) of beneficial ownership of 50% or more of the then outstanding Common Stock; or (ii) the consummation of any Acquisition Transaction described in Section 2(c)(i), except that the percentage referred to for purposes of defining "Acquisition Transaction" in clause (c) shall be 50%.

Repurchase of Option. (a) Notwithstanding the provisions of Section 2(a), at At any time commencing upon after the first occurrence of a Purchase Repurchase Event and ending upon termination (defined below): (i) at the request of this Option Holder, delivered prior to an Exercise Termination Event (or such later period as provided in accordance with Section 210), Issuer (or any successor entity thereofto Issuer) shall at the request of Grantee (any such request, a "Cash Exercise Notice"), repurchase from Grantee the Option or a portion thereof (if and to the extent not previously exercised or terminated) from Holder at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6), multiplied by all or such portion of the Option Shares subject to the Option as the Grantee shall specify in the Cash Exercise Notice (the "Option Repurchase Price"). ) equal to the amount by which (bx) Notwithstanding the provisions market/offer price (as defined below) exceeds (y) the Option Price, multiplied by the number of Section 2(ashares for which this Option may then be exercised; and (ii) at the request of the owner of Option Shares from time to time (the "Owner"), at any time following the occurrence of a Purchase Eventdelivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor entity thereofto Issuer) may, at its election, shall repurchase the Option (if and to the extent not previously exercised or terminated) at the Option Repurchase Price. For purposes of this Agreement, an exercise such number of the Option Shares from Owner as Owner shall designate at a price (the "Option Share Repurchase Price") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of: (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made; (ii) the price per share of Common Stock to be deemed paid by any third party pursuant to occur on an agreement with Issuer; (iii) the Closing Date highest sale price for shares of Common Stock within the six-month period immediately preceding the date Holder gives notice of the required repurchase of this Option or Owner gives notice of the required repurchase of Option Shares, as the case may be; or (iv) in the event of a sale of all or any substantial part of the assets or deposits of Issuer or any Issuer Subsidiary, the sum of the net price paid in such sale for such assets or deposits and not on the Notice Date relating thereto. (c) In connection with any exercise current market value of rights under this Section 7, the remaining assets of Issuer shall, within 5 business days after the Section 7 Request Date, pay the Option Repurchase Price in immediately available funds, and Grantee as determined by a nationally recognized investment banking firm selected by Holder or such ownerOwner, as the case may be, shall surrender and reasonably acceptable to Issuer the Option. Upon receipt Issuer, divided by the Grantee number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by Holder or Owner, as the case may be, and reasonably acceptable to Issuer. (b) Holder or Owner, as the case may be, may exercise its right to require Issuer to repurchase the Option and any Option Shares pursuant to this Section 7 by surrendering for such purpose to Issuer, at its principal office, a copy of this Agreement or certificates for Option Shares, as applicable, accompanied by a written notice or notices stating that Holder or Owner, as the case may be, elects to require Issuer to repurchase this Option and/or the Option Shares in accordance with the provisions of this Section 7. As promptly as practicable, and in any event within five business days after the surrender of the Option and/or certificates representing Option Shares and the receipt of such notice or notices relating thereto, Issuer shall deliver or cause to be delivered in immediately available funds to Holder the Option Repurchase Price and/or to Owner the Option Share Repurchase Price therefor or the portion thereof that Issuer is not then prohibited under applicable law and regulation from so delivering. (c) To the extent that 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 Holder and/or Owner and thereafter deliver or cause to be delivered in immediately available funds, from time to time, to Holder and/or Owner, as appropriate, the portion of the Option Repurchase Price and the Option Share Repurchase Price, respectively, that it is no longer prohibited from delivering, within five business days after the date on which Issuer is no longer so prohibited; provided, that if Issuer at any time after delivery of a notice of repurchase pursuant to Section 7(b) is prohibited under applicable law or regulation, or as a consequence of administrative policy, from delivering to Holder and/or Owner, as appropriate, the Option Repurchase Price and the Option Share Repurchase Price, respectively, in full (and Issuer hereby undertakes to use its commercially reasonable efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish such repurchase), Holder or Owner may revoke its notice of repurchase of 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 Holder and/or Owner, as appropriate, that portion of the Option Repurchase Price or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) deliver, as appropriate, either (A) to Holder, a new Agreement evidencing the right of Holder to purchase that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the notice of repurchase by a fraction, the numerator of which is the Option Repurchase Price less the portion of the Option Repurchase Price previously delivered to Holder and the denominator of which is the Option Repurchase Price, and/or (B) to Owner, a certificate for the obligations Option Shares it is then so prohibited from repurchasing. If an Exercise Termination Event shall have occurred prior to the date of the notice by Issuer to deliver Option Shares pursuant to Section 3 described in the first sentence of this Agreement Section 7(c), or shall be terminated with respect scheduled to occur at any time before the number expiration of Option Shares specified in a period ending on the Cash Exercise Notice or thirtieth day after such date, Holder shall nonetheless have the number of Option Shares as right to which exercise the Option is repurchased under Section 7(b)until the expiration of such 30-day period. (d) For purposes of this AgreementSection 7, a "Repurchase Event" shall be considered to have occurred upon the occurrence of any of the following events or transactions after the date of this Agreement and prior to the occurrence of an Exercise Termination Event (or such later date as provided in Section 10): (i) the acquisition by any person (other than Grantee or any Grantee Subsidiary) of beneficial ownership of 50% or more of the then outstanding Common Stock; provided, that this Section 7(d)(i) shall not be triggered (and it shall not constitute a Repurchase Event) by any acquisition of Issuer Common Stock by any person or entity specifically identified as being excluded (under certain circumstances) from becoming an "Acquiring Person" in Section 1(b) of the Rights Agreement dated as of July 8, 1996, between Issuer and Grand Premier Trust and Investment, Inc., N.A., as successor to Premier Trust Services, Inc., as Rights Agent (the "Rights Agreement") (before any relettering of the subsections of the Rights Agreement contemplated by the amendment of the Rights Agreement executed as of the date hereof) if such acquisition of Issuer Common Stock by such person or entity would not cause such person or entity to become an "Acquiring Person" under the terms have of the following meanings:Rights Agreement; or (ii) the consummation of any Acquisition Transaction described in clause (i) of Section 2(c), except that the percentage referred to for purposes of defining "Acquisition Transaction" in clause (c) of that definition shall be 50%.

Repurchase of Option. (a) Notwithstanding the provisions of Section 2(a), at At any time commencing upon after the first occurrence of a Purchase Repurchase Event and ending upon termination (defined below): (i) at the request of this Option Holder, delivered prior to an Exercise Termination Event (or such later period as provided in accordance with Section 210), Issuer (or any successor entity thereofto Issuer) shall at the request of Grantee (any such request, a "Cash Exercise Notice"), repurchase from Grantee the Option or a portion thereof (if and to the extent not previously exercised or terminated) from Holder at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6), multiplied by all or such portion of the Option Shares subject to the Option as the Grantee shall specify in the Cash Exercise Notice (the "Option Repurchase Price"). ) equal to the amount by which (bx) Notwithstanding the provisions Market/Offer Price (as defined below) exceeds (y) the Option Price, multiplied by the number of Section 2(ashares for which this Option may then be exercised; and (ii) at the request of the owner of Option Shares from time to time (the "Owner"), at any time following the occurrence of a Purchase Eventdelivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor entity thereofto Issuer) may, at its election, shall repurchase the Option (if and to the extent not previously exercised or terminated) at the Option Repurchase Price. For purposes of this Agreement, an exercise such number of the Option Shares from Owner as Owner shall designate at a price (the "Option Share Repurchase Price") equal to the Market/Offer Price multiplied by the number of Option Shares so designated. The term "Market/Offer Price" shall mean the highest of: (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made after the date hereof; (ii) the price per share of Common Stock to be deemed paid by any third party pursuant to occur an agreement entered into with Issuer after the date hereof; (iii) the highest closing sale price for shares of Common Stock reported -8- on the Closing Date Nasdaq Stock Market within the six-month period immediately preceding the date Holder gives notice of the required repurchase of this Option or Owner gives notice of the required repurchase of Option Shares, as the case may be; or (iv) in the event of a sale of all or any substantial part of the assets or deposits of Issuer or any Issuer Subsidiary, the sum of the net price paid in such sale for such assets or deposits and not on the Notice Date relating thereto. (c) In connection with any exercise current market value of rights under this Section 7, the remaining assets of Issuer shall, within 5 business days after the Section 7 Request Date, pay the Option Repurchase Price in immediately available funds, and Grantee as determined by a nationally recognized investment banking firm selected by Holder or such ownerOwner, as the case may be, shall surrender and reasonably acceptable to Issuer the Option. Upon receipt Issuer, divided by the Grantee number of shares of Common Stock of Issuer outstanding at the Option Repurchase time of such sale. In determining the Market/Offer Price, the obligations value of the Issuer to deliver Option Shares pursuant to Section 3 of this Agreement consideration other than cash shall be terminated with respect determined by a nationally recognized investment banking firm selected by Holder or Owner, as the case may be, and reasonably acceptable to the number of Option Shares specified in the Cash Exercise Notice or the number of Option Shares as to which the Option is repurchased under Section 7(b)Issuer. (d) For purposes of this Agreement, the following terms have the following meanings:

Repurchase of Option. (a) Notwithstanding the provisions of Section 2(a), at a. At any time commencing upon after the first occurrence of a Purchase Repurchase Event and ending upon termination of this Option in accordance with Section 2, Issuer (or any successor entity thereof) shall at the request of Grantee (any such request, a "Cash Exercise Notice"), repurchase from Grantee the Option or a portion thereof (if and to the extent not previously exercised or terminated) at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as (i) at the request of the Section 7 Request Date Holder, delivered prior to the termination of this Agreement, JBI (as defined belowor any successor thereto) for a Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6), multiplied by all or such portion of shall repurchase the Option Shares subject to from the holder of this Option as (the Grantee shall specify in the Cash Exercise Notice "Holder") at a price (the "Option Repurchase Price"). ) equal to the amount by which (bA) Notwithstanding the provisions market/offer price (as defined below) exceeds (B) the Option Price, multiplied by the number of Section 2(a)shares for which this Option may then be exercised and (ii) at the request of the owner of Option Shares from time to time (the "Owner"),delivered prior to the termination of this Agreement, at any time following the occurrence of a Purchase Event, Issuer JBI (or any successor entity thereofthereto) may, at its election, shall repurchase the Option (if and to the extent not previously exercised or terminated) at the Option Repurchase Price. For purposes of this Agreement, an exercise such number of the Option Shares from the Owner as the Owner shall designate at a price (the "Option Share Repurchase Price") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of (i) the highest price per share of Common Stock paid by any person that acquires beneficial ownership of 50% or more of the then outstanding Common Stock, (ii) the price per share of Common Stock to be deemed paid by any third party pursuant to occur on the Closing Date and not on the Notice Date relating thereto. (c) In connection an agreement with any exercise of rights under this Section 7, Issuer shall, within 5 business days JBI entered into after the Section 7 Request Date, pay date hereof and prior to the date the Holder gives notice of the required repurchase of this Option Repurchase Price in immediately available funds, and Grantee or such ownerthe Owner gives notice of the required repurchase of Option Shares, as the case may be, shall surrender to Issuer (iii) the Option. Upon receipt highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of the assets or deposits of JBI or any bank subsidiary of JBI (a "JBI Subsidiary"), the sum of the net price paid in such sale for such assets or deposits and the current market value of the remaining net assets of JBI and its Subsidiaries as determined by a nationally recognized investment banking firm selected by the Grantee of Holder or the Option Repurchase PriceOwner, as the obligations of the Issuer case may be, and reasonably acceptable to deliver Option Shares pursuant to Section 3 of this Agreement shall be terminated with respect to JBI, divided by the number of Option Shares specified in shares of Common Stock of JBI outstanding at the Cash Exercise Notice or time of such sale on a fully-diluted basis. In determining the number of Option Shares as to which the Option is repurchased under Section 7(b). (d) For purposes of this Agreementmarket/offer price, the following terms have value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the following meanings:Holder or Owner, as the case may be, and reasonably acceptable to JBI.

Repurchase of Option. (a) Notwithstanding For a period of 30 days after the provisions earlier of Section 2(athe consummation of, or the execution of an agreement providing for, a Superior Proposal involving Company (a "Put Event"), at any time commencing but in no event later than 180 days following an Exercise Event, Parent shall have the right, upon the first occurrence of a Purchase Event and ending upon termination of this Option in accordance with Section 2, Issuer five business days' prior written notice to Company (or any successor entity thereofin interest to Company by merger, sale of all or substantially all of the assets, or otherwise) shall at (the request of Grantee (any such request, a "Cash Exercise Put Notice"), repurchase from Grantee the Option to cause Company (or any such successor in interest) to have a portion thereof (if closing and to pay at such closing (and Company and such successor, jointly and severally, shall be obligated to pay) to Parent in consideration for the extent not previously exercised or terminatedcancellation of the Stock Option, an aggregate cancellation price (the "Cancellation Price") at a price which, subject to Section 10 below, is equal to the excess, if any, product of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6), multiplied by all or such portion of the Option Shares subject to the Option as the Grantee shall specify in the Cash Exercise Notice (the "Option Repurchase Price"). (b) Notwithstanding the provisions of Section 2(a), at any time following the occurrence of a Purchase Event, Issuer (or any successor entity thereof) may, at its election, repurchase the Option (if and to the extent not previously exercised or terminated) at the Option Repurchase Price. For purposes of this Agreement, an exercise of the Option shall be deemed to occur on the Closing Date and not on the Notice Date relating thereto. (c) In connection with any exercise of rights under this Section 7, Issuer shall, within 5 business days after the Section 7 Request Date, pay the Option Repurchase Price in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option. Upon receipt by the Grantee of the Option Repurchase Price, the obligations of the Issuer to deliver Option Shares pursuant to Section 3 of this Agreement shall be terminated with respect to the number of Option Shares specified in the Cash Exercise Notice or the number of Option Shares as to which the Stock Option remains exercisable multiplied by (y) the excess of (i) the average per share closing price of a share of Company Common Stock as quoted on the New York Stock Exchange (or if not then quoted thereon, on such other exchange or quotation system on which Company Common Stock is repurchased under Section 7(b)quoted) for the period of five trading days ending on the trading day immediately prior to the occurrence of the Put Event over (ii) the Purchase Price. (db) For purposes At any closing contemplated by the Put Notice, Company shall pay to Parent the Cancellation Price for the number of this AgreementOption Shares as to which the Stock Option is to be canceled either by (i) delivering to Parent a certified or bank check payable to or on the order of Parent in an amount equal to the Cancellation Price (ii) wire transfer of immediately available funds, or (iii) (A) canceling an aggregate amount, up to the following terms have amount of the following meanings:Purchase Price (including, without limitation, accrued and unpaid interest), then owing to Company under the Note or Notes delivered by Parent to Company in connection with the exercise by Parent of the Stock Option and (B) delivering to Parent a certified or bank check payable to or on the order of Parent in an

Repurchase of Option. (a) Notwithstanding the provisions of Section 2(a), at any time commencing upon or after the first occurrence of a Purchase Event and ending upon prior to termination of this the Option in accordance with Section 2, Issuer (or any successor entity thereof) shall at the request of Grantee (any such request, a "Cash Exercise Notice"), repurchase from Grantee the Option or a portion thereof (if and to the extent not previously exercised or terminated) at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a an Option Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6), multiplied by all or such portion of the Option Shares subject to the Option as the Grantee shall specify in the Cash Exercise Notice (the "Option Repurchase Price"). (b) Notwithstanding the provisions of Section 2(a), at any time following the occurrence of a Purchase Event, Issuer (or any successor entity thereof) may, at its electionelection (notice of which shall be given to Grantee), repurchase the Option (if and to the extent not previously exercised or terminated) at the Option Repurchase Price; provided that the aggregate number of Option Shares as to which the Option may be repurchased shall not exceed 1,348,957. For purposes of this Agreement, an exercise of the Option shall be deemed to occur on the Closing Date and not on the Notice Date relating thereto. (c) In connection with any exercise of rights under this Section 7, Issuer shall, within 5 business days after the Section 7 Request Date, pay the Option Repurchase Price in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the OptionOption or the applicable portion thereof. Upon receipt by the Grantee of the Option Repurchase Priceprice, the obligations of the Issuer to deliver Option Shares pursuant to Section 3 of this Agreement shall be terminated with respect to the number of Option Shares specified in the Cash Exercise Notice or the number of Option Shares as to which the Option is repurchased under Section 7(b). (d) For purposes of this Agreement, the following terms have the following meanings: