Common use of Repurchase of Substitute Option Clause in Contracts

Repurchase of Substitute Option. (a) At any time after issuance of the Substitute Option and prior to the expiration of the Substitute Option, Substitute Option Issuer (or any successor entity thereof) shall: (i) at the request of Grantee, repurchase from Grantee the Substitute Option (if and to the extent not previously exercised or terminated) at a price equal to the excess, if any, of (x) the Highest Closing Price as of the Section 8 Request Date (as defined below) for a share of Substitute Common Stock over (y) the Purchase Price (subject to adjustment pursuant to Section 6(a)), multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price"); and (ii) at the request of an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option, repurchase such number of shares of Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied by the number of shares of Substitute Common Stock requested to be repurchased by such owner (the "Substitute Share Repurchase Price"). (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option exercises its rights under this Section 8, Substitute Option Issuer shall, within 10 business days after the Section 8 Request Date, pay the Substitute Option Repurchase Price or Substitute Share Repurchase Price, as the case may be, in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option or shares of Substitute Common Stock, as the case may be. (c) For purposes of this Agreement, the following terms have the following meanings:

Repurchase of Substitute Option. (a) At Subject to the last sentence of Section 3(a) of this Agreement, at the request of Holder at any time after issuance commencing upon the first occurrence of the Substitute Option a Repurchase Event (as defined in Section 8(d) hereof) and prior to the expiration of the Substitute Optionending 12 months immediately thereafter, Substitute Option Issuer (or any successor entity thereof) shallshall repurchase from Holder (i) the Substitute Option and (ii) all shares of Substitute Common Stock purchased by Holder pursuant hereto with respect to which Holder then has beneficial ownership. The date on which Holder exercises its rights under this Section 9 is referred to as the "Section 9 Request Date." Such repurchase shall be at an aggregate price (the "Section 9 Repurchase Consideration") equal to the sum of: (i) at the request The aggregate Purchase Price paid by Holder for any shares of Grantee, repurchase from Grantee Substitute Common Stock acquired pursuant to the Substitute Option with respect to which Holder then has beneficial ownership; (if and to the extent not previously exercised or terminatedii) at a price equal to the The excess, if any, of (xA) the Highest Closing Price as of the Section 8 Request Date (as defined below) for a each share of Substitute Common Stock over (yB) the Purchase Price (subject to adjustment pursuant to Section 6(a)7 of this Agreement), multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price")exercised; and (iiiii) at The excess, if any, of the request Highest Closing Price over the Purchase Price (subject to adjustment pursuant to Section 7 of an owner this Agreement) paid (or, in the case of shares Substitute Option Shares with respect to which the Substitute Option has been exercised but the Closing Date has not occurred, payable) by Holder for each share of Substitute Common Stock issued upon exercise of with respect to which the Substitute OptionOption has been exercised and with respect to which Holder then has beneficial ownership, repurchase such number of shares of Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied by the number of shares of Substitute Common Stock requested to be repurchased by such owner (the "Substitute Share Repurchase Price")shares. (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option Holder exercises its rights under this Section 89, Substitute Option Issuer shall, within 10 business days after the Section 8 9 Request Date, pay the Substitute Option Section 9 Repurchase Price or Substitute Share Repurchase Price, as the case may be, Consideration to Holder in immediately available funds, and Grantee or contemporaneously with such ownerpayment, as the case may be, Holder shall surrender to Substitute Option Issuer the Substitute Option or and the certificates evidencing the shares of Substitute Common StockStock purchased thereunder with respect to which Holder then has beneficial ownership, and 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. Notwithstanding the foregoing, to the extent that prior notification to or approval of any Regulatory Authority is required in connection with the payment of all or any portion of the Section 9 Repurchase Consideration, Holder shall have the ongoing option to revoke its request for repurchase pursuant to this Section 9, in whole or in part, or to require that Substitute Option Issuer deliver from time to time that portion of the Section 9 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 any Regulatory Authority disapproves of any part of Substitute Option Issuer's proposed repurchase pursuant to this Section 9, Substitute Option Issuer shall promptly give notice of such fact to Holder and Holder shall have the right (i) to revoke the repurchase request or (ii) to the extent permitted by such Regulatory Authority, determine whether the repurchase should apply to the Substitute Option and/or Substitute Option Shares and to what extent to each, and Holder shall thereupon have the right to exercise the Substitute Option as to the number of Substitute Option Shares for which the Substitute Option was exercisable at the Section 9 Request Date less the number of shares covered by the Substitute Option in respect of which payment has been made pursuant to Section 9(a)(ii) of this Agreement. Holder shall notify Substitute Option Issuer of its determination under the preceding sentence within five business days of receipt of notice of disapproval of the repurchase. Notwithstanding anything herein to the contrary, in the event that Substitute Option Issuer delivers to the Holder written notice accompanied by a certification of Substitute Option Issuer's independent auditor each stating that a requested repurchase of Substitute Common Stock would result in the recapture of Substitute Option Issuer's bad debt reserves under the Internal Revenue Code of 1986, as amended, Holder's repurchase request shall be deemed to be automatically revoked. Notwithstanding anything herein to the case may becontrary, all of Holder's rights under this Section 9 shall terminate on the date of termination of this Substitute Option pursuant to Section 3(a) of this Agreement. (c) For purposes of this Agreement, the following terms have "Highest Closing Price" means the following meanings:highest of closing sales price for shares of Substitute Common Stock quoted on the Nasdaq (or if the Substitute Common Stock is not quoted on the Nasdaq, on the principal trading market on which such shares are traded as reported by a recognized source) during the six-month period preceding the Section 9 Request Date.

Repurchase of Substitute Option. (a) At any time after issuance of the Substitute Option and prior to the expiration of the Substitute Option, Substitute Option Issuer (or any successor entity thereof) shall: (i) at the request of Grantee, repurchase from Grantee the Substitute Option (if and to the extent not previously exercised or terminated) at a price equal to the excess, if any, of (x) the Highest Closing Price as of the Section 8 Request Date (as defined below) for a share of Substitute Common Stock over (y) the Purchase Price (subject to adjustment pursuant to Section 6(a)), multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price"); and (ii) at the request of an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option, repurchase such number of shares of Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied by the number of shares of Substitute Common Stock requested to be repurchased by such owner (the "Substitute Share Repurchase Price"). (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option exercises its rights under this Section 8, Substitute Option Issuer shall, within 10 business days after the Section 8 Request Date, pay the Substitute Option Repurchase Price or Substitute Option Share Repurchase Price, as the case may be, in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option or shares of Substitute Common Stock, as the case may be. (c) For purposes of this Agreement, the following terms have the following meanings:

Repurchase of Substitute Option. (a) At the request of Grantee at any time after issuance of the Substitute Option and prior to the expiration of the Substitute Optiontime, Substitute Option Issuer (or any successor entity thereofsuccessor) shallshall repurchase from Grantee (x) the Substitute Option and (y) all shares of Substitute 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 9 is referred to as the "Section 9 Request Date". Such repurchase shall be at an aggregate price (the "Section 9 Repurchase Consideration") equal to the sum of: (i) at the request aggregate purchase price paid by Grantee for any shares of Grantee, repurchase from Grantee Substitute Common Stock acquired pursuant to the Option or Substitute Option with respect to which Grantee then has beneficial ownership; (if and to the extent not previously exercised or terminatedii) at a price equal to the excess, if any, of (x) the Highest Closing Substitute Applicable Price as of the Section 8 Request Date (as defined belowhereinafter defined) for a each share of Substitute Common Stock over (y) the Purchase Substitute Option Price (subject to adjustment as adjusted pursuant to Section 6(a)), 7) multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price")exercised; and (iiiii) at the request excess, if any, of an owner the Substitute Applicable Price over the purchase price paid (or in the case of shares with respect to which the Option or Substitute Option has been exercised but the Closing Date has not occurred, payable) by Grantee for each share of Substitute Common Stock with respect to which the Option or Substitute 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 9, Substitute Option Issuer shall, within 5 business days after the Section 9 Request Date, pay the Section 9 Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment, Grantee shall surrender to Substitute Option Issuer the Substitute Option and the certificates evidencing the shares of Substitute Common Stock issued upon 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. Notwithstanding the foregoing, to the extent that prior notification to or approval of any Governmental Entity is required in connection with the payment of all or any portion of the Section 9 Repurchase Consideration, Grantee shall have the ongoing option to revoke its request for repurchase pursuant to Section 9, in whole or in part, or to require that Substitute Option Issuer deliver from time to time that portion of the Section 9 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 9 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 any Governmental Entity disapproves of any part of Substitute Option Issuer's proposed repurchase pursuant to this Section 9, Substitute Option Issuer shall promptly give notice of such fact to Grantee. If any Governmental Entity prohibits the repurchase (and Substitute Option 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 or (ii) to the extent permitted by such Governmental Entity, determine whether the repurchase should apply to the Substitute Option and/or Option Shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Substitute Option as to the number of Option Shares for which the Substitute Option was exercisable at the Section 9 Request Date less the sum of the number of shares covered by the Substitute Option in respect of which payment has been made pursuant to Section 9(a)(ii) and the number of shares covered by the portion of the Substitute OptionOption (if any) that has been repurchased; whereupon, repurchase such in the case of clause (ii), Substitute Option Issuer shall promptly (x) deliver to Grantee that portion of the Section 9 Repurchase Consideration that Substitute Option 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 Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied obtained by multiplying the number of shares of Substitute Common Stock requested 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 9 Repurchase Consideration less the portion thereof theretofore delivered to be repurchased by such owner Grantee and the denominator of which is the Section 9 Repurchase Consideration or (B) a certificate for the "Substitute Share Repurchase Price"). (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of Option Shares it is then so prohibited from repurchasing; provided, that if the Substitute Option exercises 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 Substitute Option or exercise its rights under this Section 8, 9 until the expiration of such period of 30 business days. Grantee shall notify Substitute Option Issuer shall, of its determination under the preceding sentence within 10 ten (10) business days after of receipt of notice of disapproval of the Section 8 Request Date, pay the Substitute Option Repurchase Price or Substitute Share Repurchase Price, as the case may be, in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option or shares of Substitute Common Stock, as the case may berepurchase. (c) For purposes of this Agreement, the following terms have "Substitute Applicable Price" means the following meanings:highest closing sales price per share of Substitute Common Stock during the six months preceding the Section 9 Request Date.

Repurchase of Substitute Option. (a) At any time after issuance the request of the ------------------------------- holder of the Substitute Option and prior to (the expiration of "Substitute Option Holder"), the Substitute Option, Substitute ------------------------ Option Issuer (or any successor entity thereof) shall: (i) at the request of Grantee, shall repurchase from Grantee the Substitute Option (if and to from the extent not previously exercised or terminated) Substitute Option Holder at a price (the "Substitute Option Repurchase Price") equal to the excess, if any, sum of ---------------------------------- the amount by which (xi) the Highest Closing Price as of the Section 8 Request Date (as defined below) for a share of Substitute Common Stock over exceeds (yii) the Purchase Price (subject to adjustment pursuant to Section 6(a))exercise price of the Substitute Option, multiplied by the number of shares of Substitute Common Stock with respect to for which the Substitute Option has not been may then be exercised (after giving effect to any limitations under the provisions of Section 14 hereof), and at the request of the Owner (the "Substitute Option Repurchase PriceShare ---------------- Owner"); and (ii) at the request of an owner of shares of Substitute Common Stock issued upon exercise of (the "Substitute Shares"), the ----------------- Substitute Option Issuer shall repurchase the Substitute Option, repurchase such number of shares of Substitute Common Stock as such owner shall designate Shares at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied by the number of shares of Substitute Common Stock requested to be repurchased by such owner (the "Substitute Share Repurchase Price")) equal to the Highest Closing Price --------------------------------- multiplied by the number of Substitute Shares so designated. The term "Highest ------- Closing Price" shall mean the highest closing price for shares of Substitute ------------- Common Stock within the six month period immediately preceding the date the Substitute Option Holder gives notice of the required repurchase of the Substitute Option or the Substitute Share Owner gives notice of the required repurchase or the Substitute Shares, as applicable. (b) If Grantee The Substitute Option Holder or an owner of shares of the Substitute Common Stock issued upon Share Owner, as the case may be, may exercise of its respective right to require the Substitute Option exercises its rights under Issuer to repurchase the Substitute Option or the Substitute Shares, as the case may be, pursuant to this Section 89 by surrendering for such purpose to the Substitute Option Issuer, at its principal executive office, the agreement for such Substitute Option (or, in the absence of such an agreement, a copy of this Agreement) and certificates for Substitute Shares accompanied by a written notice or notices stating that the Substitute Option Holder or the Substitute Share Owner, as case may be, elects to require the Substitute Option Issuer shall, within 10 business days after the Section 8 Request Date, pay to repurchase the Substitute Option Repurchase Price or and/or the Substitute Share Repurchase PriceShares, as the case may be, in immediately available fundsaccordance with the provisions of this Section 9. As promptly as practicable, and Grantee in any event within five business days after the surrender of the Substitute Option and/or certificates representing Substitute Shares and the receipt of such notice or such ownernotices delivered pursuant to this subsection (b) of this Section 9 relating thereto, as the case may beSubstitute Option Issuer shall deliver or cause to be delivered to the Substitute Option Holder the Substitute Option Repurchase Price and/or to the Substitute Share Owner the Substitute Share Repurchase Price or, shall surrender to in either case, the portion thereof which the Substitute Option Issuer the Option or shares of Substitute Common Stock, as the case may beis not then prohibited under applicable law and regulation from so delivering. (c) For purposes To the extent that the Substitute Option Issuer is prohibited under applicable law or regulation from repurchasing the Substitute Option and/or the Substitute Shares in part or in fully, the Substitute Option Issuer, following a request for repurchase pursuant to this Section 9, shall immediately so notify the Substitute Option Holder and/or the Substitute Share Owner and shall thereafter deliver or cause to be delivered, from time to time, to the Substitute Option Holder and/or the Substitute Share Owner, as appropriate, that portion of the Substitute Share Repurchase Price, respectively, which it is no longer prohibited from delivering, in each case, within five business days after the date on which the Substitute Option Issuer is no longer so prohibited; provided, however, that if the Substitute Option Issuer at any time after -------- ------- delivery of a notice of repurchase delivered by the Substitute Share Owner or Substitute Option Holder pursuant to subsection (b) of this AgreementSection 9 is prohibited under applicable law or regulation from delivering to the Substitute Option Holder and/or the Substitute Share Owner, as appropriate, the following terms have Substitute Option Repurchase Price and the following meanings:Substitute Share Repurchase Price, respectively, in full (and the Substitute Option Issuer shall use its best efforts to receive all required regulatory and legal approvals as promptly as practicable in order to accomplish such repurchase), the Substitute Option Holder or Substitute Share Owner may revoke its notice of repurchase of the Substitute Option or the Substitute Shares either in whole or to the extent of the prohibition, whereupon, in the latter case, the Substitute Option Issuer shall promptly (i) deliver to the Substitute Option Holder or Substitute Share Owner, as appropriate, that portion of the Substitute Option Repurchase Price or the Substitute Share Repurchase Price that the Substitute Option Issuer is not prohibited from delivering; and (ii) deliver, as appropriate, either (A) to the Substitute Option Holder, a new Substitute Option evidencing the right of the Substitute Option Holder to purchase that number of shares of the Substitute Common Stock obtained by multiplying the number of shares of the Substitute Common Stock for which the surrendered Substitute Option was exercisable at the time of delivery of the notice of repurchase by a fraction, the numerator of which is the Substitute Option Repurchase Price less the portion thereof theretofore delivered to the Substitute Option Holder and the denominator of which is the Substitute Option Repurchase Price, or (B) to the Substitute Share Owner, a certificate for the Substitute Common Shares it is then so prohibited from repurchasing.

Repurchase of Substitute Option. (a) At Subject to the last sentence of Section 3(a) of this Agreement, at the request of Holder at any time after issuance commencing upon the first occurrence of the Substitute Option a Repurchase Event (as defined in Section 8(d) hereof) and prior to the expiration of the Substitute Optionending 12 months immediately thereafter, Substitute Option Issuer (or any successor entity thereof) shallshall repurchase from Holder (i) the Substitute Option and (ii) all shares of Substitute Common Stock purchased by Holder pursuant hereto with respect to which Holder then has beneficial ownership. The date on which Holder exercises its rights under this Section 9 is referred to as the "Section 9 Request Date." Such repurchase shall be at an aggregate price (the "Section 9 Repurchase Consideration") equal to the sum of: (i) at the request The aggregate Purchase Price paid by Holder for any shares of Grantee, repurchase from Grantee Substitute Common Stock acquired pursuant to the Substitute Option with respect to which Holder then has beneficial ownership; (if and to the extent not previously exercised or terminatedii) at a price equal to the The excess, if any, of (xA) the Highest Closing Price as of the Section 8 Request Date (as defined below) for a each share of Substitute Common Stock over (yB) the Purchase Price (subject to adjustment pursuant to Section 6(a)7 of this Agreement), multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price")exercised; and (iiiii) at The excess, if any, of the request Highest Closing Price over the Purchase Price (subject to adjustment pursuant to Section 7 of an owner this Agreement) paid (or, in the case of shares Substitute Option Shares with respect to which the Substitute Option has been exercised but the Closing Date has not occurred, payable) by Holder for each share of Substitute Common Stock issued upon exercise of with respect to which the Substitute OptionOption has been exercised and with respect to which Holder then has beneficial ownership, repurchase such number of shares of Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied by the number of shares of Substitute Common Stock requested to be repurchased by such owner (the "Substitute Share Repurchase Price")shares. (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option Holder exercises its rights under this Section 89, Substitute Option Issuer shall, within 10 business days after the Section 8 9 Request Date, pay the Substitute Option Section 9 Repurchase Price or Substitute Share Repurchase Price, as the case may be, Consideration to Holder in immediately available funds, and Grantee or contemporaneously with such ownerpayment, as the case may be, Holder shall surrender to Substitute Option Issuer the Substitute Option or and the certificates evidencing the shares of Substitute Common StockStock purchased thereunder with respect to which Holder then has beneficial ownership, and 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. Notwithstanding the foregoing, to the extent that prior notification to or approval of any Regulatory Authority is required in connection with the payment of all or any portion of the Section 9 Repurchase Consideration, Holder shall have the ongoing option to revoke its request for repurchase pursuant to this Section 9, in whole or in part, or to require that Substitute Option Issuer deliver from time to time that portion of the Section 9 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 any Regulatory Authority disapproves of any part of Substitute Option Issuer's proposed repurchase pursuant to this Section 9, Substitute Option Issuer shall promptly give notice of such fact to Holder and Holder shall have the right (i) to revoke the repurchase request or (ii) to the extent permitted by such Regulatory Authority, determine whether the repurchase should apply to the Substitute Option and/or Substitute Option Shares and to what extent to each, and Holder shall thereupon have the right to exercise the Substitute Option as to the number of Substitute Option Shares for which the Substitute Option was exercisable at the Section 9 Request Date less the number of shares covered by the Substitute Option in respect of which payment has been made pursuant to Section 9(a)(ii) of this Agreement. Holder shall notify Substitute Option Issuer of its determination under the preceding sentence within five business days of receipt of notice of disapproval of the repurchase. Notwithstanding anything herein to the contrary, in the event that Substitute Option Issuer delivers to the Holder written notice accompanied by a certification of Substitute Option Issuer's independent auditor each stating that a requested repurchase of FBI Common Stock would result in the recapture of Substitute Option Issuer's bad debt reserves under the Internal Revenue Code of 1986, as amended, Holder's repurchase request shall be deemed to be automatically revoked. Notwithstanding anything herein to the case may becontrary, all of Holder's rights under this Section 9 shall terminate on the date of termination of this Substitute Option pursuant to Section 3(a) of this Agreement. (c) For purposes of this Agreement, the following terms have "Highest Closing Price" means the following meanings:highest of closing sales price for shares of Substitute Common Stock quoted on Nasdaq (or if the Substitute Common Stock is not quoted on Nasdaq, on the principal trading market on which such shares are traded as reported by a recognized source) during the six-month period preceding the Section 9 Request Date.

Repurchase of Substitute Option. (a) At Subject to the last sentence of Section 3(a) of this Agreement, at the request of Holder at any time after issuance commencing upon the first occurrence of the Substitute Option a Repurchase Event (as defined in Section 8(d) hereof) and prior to the expiration of the Substitute Optionending 12 months immediately thereafter, Substitute Option Issuer (or any successor entity thereof) shallshall repurchase from Holder (i) the Substitute Option and (ii) all shares of Substitute Common Stock purchased by Holder pursuant hereto with respect to which Holder then has beneficial ownership. The date on which Holder exercises its rights under this Section 9 is referred to as the "Section 9 Request Date." Such repurchase shall be at an aggregate price ("Section 9 Repurchase Consideration") equal to the sum of: (i) at the request The aggregate Purchase Price paid by Holder for any shares of Grantee, repurchase from Grantee Substitute Common Stock acquired pursuant to the Substitute Option with respect to which Holder then has beneficial ownership; (if and to the extent not previously exercised or terminatedii) at a price equal to the The excess, if any, of (xA) the Highest Closing Price as of the Section 8 Request Date (as defined below) for a each share of Substitute Common Stock over (yB) the Purchase Price (subject to adjustment pursuant to Section 6(a)7 of this Agreement), multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price")exercised; and (iiiii) at The excess, if any, of the request Highest Closing Price over the Purchase Price (subject to adjustment pursuant to Section 7 of an owner this Agreement) paid (or, in the case of shares Substitute Option Shares with respect to which the Substitute Option has been exercised but the Closing Date has not occurred, payable) by Holder for each share of Substitute Common Stock issued upon exercise of with respect to which the Substitute OptionOption has been exercised and with respect to which Holder then has beneficial ownership, repurchase such number of shares of Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied by the number of shares of Substitute Common Stock requested to be repurchased by such owner (the "Substitute Share Repurchase Price")shares. (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option Holder exercises its rights under this Section 89, Substitute Option Issuer shall, within 10 business days after the Section 8 9 Request Date, pay the Substitute Option Section 9 Repurchase Price or Substitute Share Repurchase Price, as the case may be, Consideration to Holder in immediately available funds, and Grantee or contemporaneously with such ownerpayment, as the case may be, Holder shall surrender to Substitute Option Issuer the Substitute Option or and the certificates evidencing the shares of Substitute Common StockStock purchased thereunder with respect to which Holder then has beneficial ownership, and 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. Notwithstanding the foregoing, to the extent that prior notification to or approval of any Governmental Entity is required in connection with the payment of all or any portion of the Section 9 Repurchase Consideration, Holder shall have the ongoing option to revoke its request for repurchase pursuant to this Section 9, in whole or in part, or to require that Substitute Option Issuer deliver from time to time that portion of the Section 9 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 any Governmental Entity disapproves of any part of Substitute Option Issuer's proposed repurchase pursuant to this Section 9, Substitute Option Issuer shall promptly give notice of such fact to Holder and Holder shall have the right (i) to revoke the repurchase request or (ii) to the extent permitted by such Governmental Entity, determine whether the repurchase should apply to the Substitute Option and/or Substitute Option Shares and to what extent to each, and Holder shall thereupon have the right to exercise the Substitute Option as to the case may benumber of Substitute Option Shares for which the Substitute Option was exercisable at the Section 9 Request Date less the number of shares covered by the Substitute Option in respect of which payment has been made pursuant to Section 9(a)(ii) of this Agreement. Holder shall notify Substitute Option Issuer of its determination under the preceding sentence within five business days of receipt of notice of disapproval of the repurchase. Notwithstanding anything herein to the contrary, in the event that Substitute Option Issuer delivers to the Holder written notice accompanied by a certification of Substitute Option Issuer's independent auditor each stating that a requested repurchase of Substitute Common Stock would result in the recapture of Substitute Option Issuer's bad debt reserves under the Code, Holder's repurchase request shall be deemed to be automatically revoked. Notwithstanding anything herein to the contrary, all of Holder's rights under this Section 9 shall terminate on the date of termination of this Substitute Option pursuant to Section 3(a) of this Agreement. (c) For purposes of this Agreement, the following terms have "Highest Closing Price" means the following meanings:highest of the closing sales price per share of Substitute Common Stock, as quoted on the NYSE, AMEX or Nasdaq (or if the Substitute Common Stock is not quoted on the NYSE, AMEX or 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 six-month period preceding the Section 9 Request Date.

Repurchase of Substitute Option. (a) At the request of Grantee at any time after issuance prior to the termination of the Substitute Option and prior to the expiration of the Substitute Optionas set forth in Section 3(a), Substitute Option Issuer (or any successor entity thereofsuccessor) shallshall repurchase from Grantee (x) the Substitute Option and (y) all shares of Substitute 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 9 is referred to as the “Section 9 Request Date”. Such repurchase shall be at an aggregate price (the “Section 9 Repurchase Consideration”) equal to the sum of: (i) at the request purchase price paid by Grantee for each share of Grantee, repurchase from Grantee Substitute Common Stock acquired pursuant to the Option or Substitute Option with respect to which Grantee then has beneficial ownership, multiplied by the number of such shares; (if and to the extent not previously exercised or terminatedii) at a price equal to the excess, if any, of (x) the Highest Closing Substitute Applicable Price as of the Section 8 Request Date (as defined belowhereinafter defined) for a each share of Substitute Common Stock over (y) the Purchase Substitute Option Price (subject to adjustment as adjusted pursuant to Section 6(a)), 7) multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price")exercised; and (iiiii) at the request excess, if any, of an owner the Substitute Applicable Price over the purchase price paid (or in the case of shares with respect to which the Option or Substitute Option has been exercised but the Closing Date has not occurred, payable) by Grantee for each share of Substitute Common Stock with respect to which the Option or Substitute 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 9, Substitute Option Issuer shall, within 5 business days after the Section 9 Request Date, pay the Section 9 Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment, Grantee shall surrender to Substitute Option Issuer the Substitute Option and the certificates evidencing the shares of Substitute Common Stock issued upon 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. Notwithstanding the foregoing, to the extent that prior notification to or approval of any Governmental Entity is required in connection with the payment of all or any portion of the Section 9 Repurchase Consideration, Grantee shall have the ongoing option to revoke its request for repurchase pursuant to Section 9, in whole or in part, or to require that Substitute Option Issuer deliver from time to time that portion of the Section 9 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 9 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 any Governmental Entity disapproves of any part of Substitute Option Issuer’s proposed repurchase pursuant to this Section 9, Substitute Option Issuer shall promptly give notice of such fact to Grantee. If any Governmental Entity prohibits the repurchase (and Substitute Option 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 or (ii) to the extent permitted by such Governmental Entity, determine whether the repurchase should apply to the Substitute Option and/or Option Shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Substitute Option as to the number of Option Shares for which the Substitute Option was exercisable at the Section 9 Request Date less the sum of the number of shares covered by the Substitute Option in respect of which payment has been made pursuant to Section 9(a)(ii) and the number of shares covered by the portion of the Substitute OptionOption (if any) that has been repurchased; whereupon, repurchase such in the case of clause (ii), Substitute Option Issuer shall promptly (x) deliver to Grantee that portion of the Section 9 Repurchase Consideration that Substitute Option 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 Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied obtained by multiplying the number of shares of Substitute Common Stock requested 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 9 Repurchase Consideration less the portion thereof theretofore delivered to be repurchased by such owner Grantee and the denominator of which is the Section 9 Repurchase Consideration or (B) a certificate for the "Substitute Share Repurchase Price"). (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of Option Shares it is then so prohibited from repurchasing; provided that if the Substitute Option exercises 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 30th business day after such date, Grantee shall nonetheless have the right so to exercise the Substitute Option or exercise its rights under this Section 8, 9 until the expiration of such period of 30 business days. Grantee shall notify Substitute Option Issuer shall, of its determination under the preceding sentence within 10 business days after of receipt of notice of disapproval of the Section 8 Request Date, pay the Substitute Option Repurchase Price or Substitute Share Repurchase Price, as the case may be, in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option or shares of Substitute Common Stock, as the case may berepurchase. (c) For purposes of this Agreement, the following terms have “Substitute Applicable Price” means the following meanings:highest closing sales price per share of Substitute Common Stock during the six months preceding the Section 9 Request Date.

Repurchase of Substitute Option. (a) At the request of Grantee at any time after issuance prior to the termination of the Substitute Option and prior to the expiration of the Substitute Optionas set forth in Section 3(a), Substitute Option Issuer (or any successor entity thereofsuccessor) shallshall repurchase from Grantee (x) the Substitute Option and (y) all shares of Substitute 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 9 is referred to as the “Section 9 Request Date”. Such repurchase shall be at an aggregate price (the “Section 9 Repurchase Consideration”) equal to the sum of: (i) at the request aggregate purchase price paid by Grantee for any shares of Grantee, repurchase from Grantee Substitute Common Stock acquired pursuant to the Option or Substitute Option with respect to which Grantee then has beneficial ownership; (if and to the extent not previously exercised or terminatedii) at a price equal to the excess, if any, of (x) the Highest Closing Substitute Applicable Price as of the Section 8 Request Date (as defined belowhereinafter defined) for a each share of Substitute Common Stock over (y) the Purchase Substitute Option Price (subject to adjustment as adjusted pursuant to Section 6(a)), 7) multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price")exercised; and (iiiii) at the request excess, if any, of an owner the Substitute Applicable Price over the purchase price paid (or in the case of shares with respect to which the Option or Substitute Option has been exercised but the Closing Date has not occurred, payable) by Grantee for each share of Substitute Common Stock issued upon exercise of with respect to which the Option or Substitute OptionOption has been exercised and with respect to which Grantee then has beneficial ownership, repurchase such number of shares of Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied by the number of shares of Substitute Common Stock requested to be repurchased by such owner (the "Substitute Share Repurchase Price")shares. (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option exercises its rights under this Section 89, Substitute Option Issuer shall, within 10 5 business days after the Section 8 9 Request Date, pay the Section 9 Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment, Grantee shall surrender to Substitute Option Issuer the Substitute Option and the certificates evidencing the shares of Substitute 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. Notwithstanding the foregoing, to the extent that prior notification to or approval of any Governmental Entity is required in connection with the payment of all or any portion of the Section 9 Repurchase Price Consideration, Grantee shall have the ongoing option to revoke its request for repurchase pursuant to Section 9, in whole or in part, or to require that Substitute Share Option Issuer deliver from time to time that portion of the Section 9 Repurchase PriceConsideration 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 9 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 immediately available fundseither event, and Grantee or such owner, as the case may be, any requisite waiting period shall surrender to Issuer the Option or shares have passed. If any Governmental Entity disapproves of any part of Substitute Common StockOption Issuer’s proposed repurchase pursuant to this Section 9, as the case may be. (c) For purposes Substitute Option Issuer shall promptly give notice of this Agreement, the following terms have the following meanings:such fact to

Repurchase of Substitute Option. (a) At Subject to the last sentence of Section 3(a) of this Agreement, at the request of Holder at any time after issuance commencing upon the first occurrence of the Substitute Option a Repurchase Event (as defined in Section 8(d) hereof) and prior to the expiration of the Substitute Optionending 12 months immediately thereafter, Substitute Option Issuer (or any successor entity thereof) shallshall repurchase from Holder (i) the Substitute Option and (ii) all shares of Substitute Common Stock purchased by Holder pursuant hereto with respect to which Holder then has beneficial ownership. The date on which Holder exercises its rights under this Section 9 is referred to as the "Section 9 Request Date." Such repurchase shall be at an aggregate price (the "Section 9 Repurchase Consideration") equal to the sum of: (i) at the request The aggregate Purchase Price paid by Holder for any shares of Grantee, repurchase from Grantee Substitute Common Stock acquired pursuant to the Substitute Option with respect to which Holder then has beneficial ownership; (if and to the extent not previously exercised or terminatedii) at a price equal to the The excess, if any, of (xA) the Highest Closing Price as of the Section 8 Request Date (as defined below) for a each share of Substitute Common Stock over (yB) the Purchase Price (subject to adjustment pursuant to Section 6(a)7 of this Agreement), multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price")exercised; and (iiiii) at The excess, if any, of the request Highest Closing Price over the Purchase Price (subject to adjustment pursuant to Section 7 of an owner this Agreement) paid (or, in the case of shares Substitute Option Shares with respect to which the Substitute Option has been exercised but the Closing Date has not occurred, payable) by Holder for each share of Substitute Common Stock issued upon exercise of with respect to which the Substitute OptionOption has been exercised and with respect to which Holder then has beneficial ownership, repurchase such number of shares of Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied by the number of shares of Substitute Common Stock requested to be repurchased by such owner (the "Substitute Share Repurchase Price")shares. (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option Holder exercises its rights under this Section 89, Substitute Option Issuer shall, within 10 business days after the Section 8 9 Request Date, pay the Substitute Option Section 9 Repurchase Price or Substitute Share Repurchase Price, as the case may be, Consideration to Holder in immediately available funds, and Grantee or contemporaneously with such ownerpayment, as the case may be, Holder shall surrender to Substitute Option Issuer the Substitute Option or and the certificates evidencing the shares of Substitute Common StockStock purchased thereunder with respect to which Holder then has beneficial ownership, and 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. Notwithstanding the foregoing, to the extent that prior notification to or approval of any Regulatory Authority is required in connection with the payment of all or any portion of the Section 9 Repurchase Consideration, Holder shall have the ongoing option to revoke its request for repurchase pursuant to this Section 9, in whole or in part, or to require that Substitute Option Issuer deliver from time to time that portion of the Section 9 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 any Regulatory Authority disapproves of any part of Substitute Option Issuer's proposed repurchase pursuant to this Section 9, Substitute Option Issuer shall promptly give notice of such fact to Holder and Holder shall have the right (i) to revoke the repurchase request or (ii) to the extent permitted by such Regulatory Authority, determine whether the repurchase should apply to the Substitute Option and/or Substitute Option Shares and to what extent to each, and Holder shall thereupon have the right to exercise the Substitute Option as to the number of Substitute Option Shares for which the Substitute Option was exercisable at the Section 9 Request Date less the number of shares covered by the Substitute Option in respect of which payment has been made pursuant to Section 9(a)(ii) of this Agreement. Holder shall notify Substitute Option Issuer of its determination under the preceding sentence within five business days of receipt of notice of disapproval of the repurchase. Notwithstanding anything herein to the contrary, in the event that Substitute Option Issuer delivers to the Holder written notice accompanied by a certification of Substitute Option Issuer's independent auditor each stating that a requested repurchase of AFC Common Stock would result in the recapture of Substitute Option Issuer's bad debt reserves under the Internal Revenue Code of 1986, as the case may beamended, Holder's repurchase request shall be deemed to be automatically revoked. (c) For purposes of this Agreement, the following terms have "Highest Closing Price" means the following meanings:highest of closing sales price for shares of Substitute Common Stock quoted on the Nasdaq (or if the Substitute Common Stock is not quoted on the Nasdaq, on the principal trading market on which such shares are traded as reported by a recognized source) during the six-month period preceding the Section 9 Request Date.

Repurchase of Substitute Option. (a) At Subject to the last sentence of Section 3(a) of this Agreement, at the request of Holder at any time after issuance commencing upon the first occurrence of the Substitute Option a Repurchase Event (as defined in Section 8(d) hereof) and prior to the expiration of the Substitute Optionending 12 months immediately thereafter, Substitute Option Issuer (or any successor entity thereof) shallshall repurchase from Holder (i) the Substitute Option and (ii) all shares of Substitute Common Stock purchased by Holder pursuant hereto with respect to which Holder then has beneficial ownership. The date on which Holder exercises its rights under this Section 9 is referred to as the "Section 9 Request Date." Such repurchase shall be at an aggregate price ("Section 9 Repurchase Consideration") equal to the sum of: (i) at the request The aggregate Purchase Price paid by Holder for any shares of Grantee, repurchase from Grantee Substitute Common Stock acquired pursuant to the Substitute Option with respect to which Holder then has beneficial ownership; (if and to the extent not previously exercised or terminatedii) at a price equal to the The excess, if any, of (xA) the Highest Closing Price as of the Section 8 Request Date (as defined below) for a each share of Substitute Common Stock over (yB) the Purchase Price (subject to adjustment pursuant to Section 6(a)7 of this Agreement), multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price")exercised; and (iiiii) at The excess, if any, of the request Highest Closing Price over the Purchase Price (subject to adjustment pursuant to Section 7 of an owner this Agreement) paid (or, in the case of shares Substitute Option Shares with respect to which the Substitute Option has been exercised but the Closing Date has not occurred, payable) by Holder for each share of Substitute Common Stock issued upon exercise of with respect to which the Substitute OptionOption has been exercised and with respect to which Holder then has beneficial ownership, repurchase such number of shares of Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied by the number of shares of Substitute Common Stock requested to be repurchased by such owner (the "Substitute Share Repurchase Price")shares. (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option Holder exercises its rights under this Section 89, Substitute Option Issuer shall, within 10 business days after the Section 8 9 Request Date, pay the Substitute Option Section 9 Repurchase Price or Substitute Share Repurchase Price, as the case may be, Consideration to Holder in immediately available funds, and Grantee or contemporaneously with such ownerpayment, as the case may be, Holder shall surrender to Substitute Option Issuer the Substitute Option or and the certificates evidencing the shares of Substitute Common StockStock purchased thereunder with respect to which Holder then has beneficial ownership, and 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. Notwithstanding the foregoing, to the extent that prior notification to or approval of any Governmental Entity is required in connection with the payment of all or any portion of the Section 9 Repurchase Consideration, Holder shall have the ongoing option to revoke its request for repurchase pursuant to this Section 9, in whole or in part, or to require that Substitute Option Issuer deliver from time to time that portion of the Section 9 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 any Governmental Entity disapproves of any part of Substitute Option Issuer's proposed repurchase pursuant to this Section 9, Substitute Option Issuer shall promptly give notice of such fact to Holder and Holder shall have the right (i) to revoke the repurchase request or (ii) to the extent permitted by such Governmental Entity, determine whether the repurchase should apply to the Substitute Option and/or Substitute Option Shares and to what extent to each, and Holder shall thereupon have the right to exercise the Substitute Option as to the case may benumber of Substitute Option Shares for which the Substitute Option was exercisable at the Section 9 Request Date less the number of shares covered by the Substitute Option in respect of which payment has been made pursuant to Section 9(a)(ii) of this Agreement. Holder shall notify Substitute Option Issuer of its determination under the preceding sentence within five business days of receipt of notice of disapproval of the repurchase. Notwithstanding anything herein to the contrary, in the event that Substitute Option Issuer delivers to the Holder written notice accompanied by a certification of Substitute Option Issuer's independent auditor each stating that a requested repurchase of Substitute Common Stock would result in the recapture of Substitute Option Issuer's bad debt reserves under the Code, Holder's repurchase request shall be deemed to be automatically revoked. Notwithstanding anything herein to the contrary, all of Holder's rights under this Section 9 shall terminate on the date of termination of this Substitute Option pursuant to Section 3(a) of this Agreement. (c) For purposes of this Agreement, the following terms have "Highest Closing Price" means the following meanings:highest of the closing sales price per share of Substitute Common Stock, as quoted on the NYSE, AMEX or Nasdaq (or if the Substitute Common Stock is not quoted on the NYSE, AMEX or 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 six- month period preceding the Section 9 Request Date.

Repurchase of Substitute Option. (a) At Subject to the last sentence of Section 3(a) of this Agreement, at the request of Holder at any time after issuance commencing upon the first occurrence of the Substitute Option a Repurchase Event (as defined in Section 8(d) hereof) and prior to the expiration of the Substitute Optionending 12 months immediately thereafter, Substitute Option Issuer (or any successor entity thereof) shallshall repurchase from Holder (i) the Substitute Option and (ii) all shares of Substitute Common Stock purchased by Holder pursuant hereto with respect to which Holder then has beneficial ownership. The date on which Holder exercises its rights under this Section 9 is referred to as the "Section 9 Request Date." Such repurchase shall be at an aggregate price (the "Section 9 Repurchase Consideration") equal to the sum of: (i) at the request aggregate Purchase Price paid by Holder for any shares of Grantee, repurchase from Grantee Substitute Common Stock acquired pursuant to the Substitute Option with respect to which Holder then has beneficial ownership; (if and to the extent not previously exercised or terminatedii) at a price equal to the excess, if any, of (xA) the Highest Closing Price as of the Section 8 Request Date (as defined below) for a each share of Substitute Common Stock over (yB) the Purchase Price (subject to adjustment pursuant to Section 6(a)7 of this Agreement), multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price")exercised; and (iiiii) at the request excess, if any, of an owner the Highest Closing Price over the Purchase Price (subject to adjustment pursuant to Section 7 of shares this Agreement) paid (or, in the case of Substitute Option Shares with respect to which the Substitute Option has been exercised but the Closing Date has not occurred, payable) by Holder for each share of Substitute Common Stock issued upon exercise of with respect to which the Substitute OptionOption has been exercised and with respect to which Holder then has beneficial ownership, repurchase such number of shares of Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied by the number of shares of Substitute Common Stock requested to be repurchased by such owner (the "Substitute Share Repurchase Price")shares. (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option Holder exercises its rights under this Section 89, Substitute Option Issuer shall, within 10 business days after the Section 8 9 Request Date, pay the Substitute Option Section 9 Repurchase Price or Substitute Share Repurchase Price, as the case may be, Consideration to Holder in immediately available funds, and Grantee or contemporaneously with such ownerpayment, as the case may be, Holder shall surrender to Substitute Option Issuer the Substitute Option or and the certificates evidencing the shares of Substitute Common StockStock purchased thereunder with respect to which Holder then has beneficial ownership, and 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. Notwithstanding the foregoing, to the extent that prior notification to or approval of any Regulatory Authority is required in connection with the payment of all or any portion of the Section 9 Repurchase Consideration, Holder shall have the ongoing option to revoke its request for repurchase pursuant to this Section 9, in whole or in part, or to require that Substitute Option Issuer deliver from time to time that portion of the Section 9 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 any Regulatory Authority disapproves of any part of Substitute Option Issuer's proposed repurchase pursuant to this Section 9, Substitute Option Issuer shall promptly give notice of such fact to Holder, and Holder shall have the right (i) to revoke the repurchase request or (ii) to the extent permitted by such Regulatory Authority, determine whether the repurchase should apply to the Substitute Option and/or Substitute Option Shares and to what extent to each, and Holder shall thereupon have the right to exercise the Substitute Option as to the case may benumber of Substitute Option Shares for which the Substitute Option was exercisable at the Section 9 Request Date less the number of shares covered by the Substitute Option in respect of which payment has been made pursuant to Section 9(a)(ii) of this Agreement. Holder shall notify Substitute Option Issuer of its determination under the preceding sentence within five business days of receipt of notice of disapproval of the repurchase. Notwithstanding anything herein to the contrary, in the event that Substitute Option Issuer delivers to Holder written notice accompanied by a certification of Substitute Option Issuer's independent auditor each stating that a requested repurchase of Issuer Common Stock would result in the recapture of Substitute Option Issuer's bad debt reserves under the Code, Holder's repurchase request shall be deemed to be automatically revoked. Notwithstanding anything herein to the contrary, all of Holder's rights under this Section 9 shall terminate on the date of termination of this Substitute Option pursuant to Section 3(a) of this Agreement. (c) For purposes of this Agreement, the following terms have "Highest Closing Price" means the following meanings:highest of closing sales price for shares of Substitute Common Stock quoted on Nasdaq (or if the Substitute Common Stock is not quoted on Nasdaq, on the principal trading market on which such shares are traded as reported by a recognized source) during the six-month period preceding the Section 9 Request Date.

Repurchase of Substitute Option. (a) At the request of Grantee at any time after issuance of the Substitute Option and prior to the expiration of the Substitute Optiontime, Substitute Option Issuer (or any successor entity thereofsuccessor) shallshall repurchase from Grantee (x) the Substitute Option and (y) all shares of Substitute 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 9 is referred to as the "Section 9 Request Date". Such repurchase shall be at an aggregate price (the "Section 9 Repurchase Consideration") equal to the sum of: (i) at the request aggregate purchase price paid by Grantee for any shares of Grantee, repurchase from Grantee Substitute Common Stock acquired pursuant to the Option or Substitute Option with respect to which Grantee then has beneficial ownership; (if and to the extent not previously exercised or terminatedii) at a price equal to the excess, if any, of (x) the Highest Closing Substitute Applicable Price as of the Section 8 Request Date (as defined belowhereinafter defined) for a each share of Substitute Common Stock over (y) the Purchase Substitute Option Price (subject to adjustment as adjusted pursuant to Section 6(a)), 7) multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price")exercised; and (iiiii) at the request excess, if any, of an owner the Substitute Applicable Price over the purchase price paid (or in the case of shares with respect to which the Option or Substitute Option has been exercised but the Closing Date has not occurred, payable) by Grantee for each share of Substitute Common Stock with respect to which the Option or Substitute 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 9, Substitute Option Issuer shall, within 5 business days after the Section 9 Request Date, pay the Section 9 Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment, Grantee shall surrender to Substitute Option Issuer the Substitute Option and the certificates evidencing the shares of Substitute Common Stock issued upon 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. Notwithstanding the foregoing, to the extent that prior notification to or approval of any governmental entity is required in connection with the payment of all or any portion of the Section 9 Repurchase Consideration, Grantee may revoke its request for repurchase pursuant to Section 9, in whole or in part, or may require that Substitute Option Issuer deliver from time to time that portion of the Section 9 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 9 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 any governmental entity disapproves of any part of Substitute Option Issuer's proposed repurchase pursuant to this Section 9, Substitute Option Issuer shall promptly give notice of such fact to Grantee. If any governmental entity prohibits the repurchase (and Substitute Option 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 or (ii) to the extent permitted by such governmental entity, determine whether the repurchase should apply to the Substitute Option and/or Option Shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Substitute Option as to the number of Option Shares for which the Substitute Option was exercisable at the Section 9 Request Date less the sum of the number of shares covered by the Substitute Option in respect of which payment has been made pursuant to Section 9(a)(ii) and the number of shares covered by the portion of the Substitute OptionOption (if any) that has been repurchased; whereupon, repurchase such in the case of clause (ii), Substitute Option Issuer shall promptly (x) deliver to Grantee that portion of the Section 9 Repurchase Consideration that Substitute Option 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 Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied obtained by multiplying the number of shares of Substitute Common Stock requested 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 9 Repurchase Consideration less the portion thereof theretofore delivered to be repurchased by such owner Grantee and the denominator of which is the Section 9 Repurchase Consideration or (B) a certificate for the "Substitute Share Repurchase Price"). (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of Option Shares it is then so prohibited from repurchasing; PROVIDED, that if the Substitute Option exercises 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 Substitute Option or exercise its rights under this Section 8, 9 until the expiration of such period of 30 business days. Grantee shall notify Substitute Option Issuer shall, of its determination under the preceding sentence within 10 ten (10) business days after of receipt of notice of disapproval of the Section 8 Request Date, pay the Substitute Option Repurchase Price or Substitute Share Repurchase Price, as the case may be, in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option or shares of Substitute Common Stock, as the case may berepurchase. (c) For purposes of this Agreement, the following terms have "Substitute Applicable Price" means the following meanings:highest closing sales price per share of Substitute Common Stock during the six months preceding the Section 9 Request Date.

Repurchase of Substitute Option. (a) At the request of Grantee at any time after issuance of the Substitute Option and prior to the expiration of the Substitute Optiontime, Substitute Option Issuer (or any successor entity thereofsuccessor) shallshall repurchase from Grantee (x) the Substitute Option and (y) all shares of Substitute 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 9 is referred to as the "Section 9 Request Date". Such repurchase shall be at an aggregate price (the "Section 9 Repurchase Consideration") equal to the sum of: (i) at the request aggregate purchase price paid by Grantee for any shares of Grantee, repurchase from Grantee Substitute Common Stock acquired pursuant to the Option or Substitute Option with respect to which Grantee then has beneficial ownership; (if and to the extent not previously exercised or terminatedii) at a price equal to the excess, if any, of (x) the Highest Closing Substitute Applicable Price as of the Section 8 Request Date (as defined belowhereinafter defined) for a each share of Substitute Common Stock over (y) the Purchase Substitute Option Price (subject to adjustment as adjusted pursuant to Section 6(a)), 7) multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price")exercised; and (iiiii) at the request excess, if any, of an owner the Substitute Applicable Price over the purchase price paid (or in the case of shares with respect to which the Option or Substitute Option has been exercised but the Closing Date has not occurred, payable) by Grantee for each share of Substitute Common Stock issued upon exercise of with respect to which the Option or Substitute OptionOption has been exercised and with respect to which Grantee then has beneficial ownership, repurchase such number of shares of Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied by the number of shares of Substitute Common Stock requested to be repurchased by such owner (the "Substitute Share Repurchase Price")shares. (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option exercises its rights under this Section 89, Substitute Option Issuer shall, within 10 5 business days after the Section 8 9 Request Date, pay the Section 9 Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment, Grantee shall surrender to Substitute Option Issuer the Substitute Option and the certificates evidencing the shares of Substitute 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. Notwithstanding the foregoing, to the extent that prior notification to or approval of any Governmental Entity is required in connection with the payment of all or any portion of the Section 9 Repurchase Price Consideration, Grantee shall have the ongoing option to revoke its request for repurchase pursuant to Section 9, in whole or in part, or to require that Substitute Share Option Issuer deliver from time to time that portion of the Section 9 Repurchase PriceConsideration 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 9 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 immediately available fundseither event, and Grantee or such owner, as the case may be, any requisite waiting period shall surrender to Issuer the Option or shares have passed. If any Governmental Entity disapproves of any part of Substitute Common StockOption Issuer's proposed repurchase pursuant to this Section 9, as Substitute Option Issuer shall promptly give notice of such fact to Grantee. If any Governmental Entity prohibits the case may be. repurchase (c) For purposes of this Agreement, the following terms have the following meanings:and Substitute Option Issuer

Repurchase of Substitute Option. (a) At the request of Grantee at any time after issuance of the Substitute Option and prior to the expiration of the Substitute Optiontime, Substitute Option Issuer (or any successor entity thereofsuccessor) shallshall repurchase from Grantee (x) the Substitute Option and (y) all shares of Substitute 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 9 is referred to as the "Section 9 Request Date". Such repurchase shall be at an aggregate price (the "Section 9 Repurchase Consideration") equal to the sum of: (i) at the request aggregate purchase price paid by Grantee for any shares of Grantee, repurchase from Grantee Substitute Common Stock acquired pursuant to the Option or Substitute Option with respect to which Grantee then has beneficial ownership; (if and to the extent not previously exercised or terminatedii) at a price equal to the excess, if any, of (x) the Highest Closing Substitute Applicable Price as of the Section 8 Request Date (as defined belowhereinafter defined) for a each share of Substitute Common Stock over (y) the Purchase Substitute Option Price (subject to adjustment as adjusted pursuant to Section 6(a)), 7) multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price")exercised; and (iiiii) at the request excess, if any, of an owner the Substitute Applicable Price over the purchase price paid (or in the case of shares with respect to which the Option or Substitute Option has been exercised but the Closing Date has not occurred, payable) by Grantee for each share of Substitute Common Stock with respect to which the Option or Substitute 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 9, Substitute Option Issuer shall, within 5 business days after the Section 9 Request Date, pay the Section 9 Repurchase Consideration to Grantee in immediately available funds, and contemporaneously with such payment, Grantee shall surrender to Substitute Option Issuer the Substitute Option and the certificates evidencing the shares of Substitute Common Stock issued upon 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. Notwithstanding the foregoing, to the extent that prior notification to or approval of any Governmental Entity is required in connection with the payment of all or any portion of the Section 9 Repurchase Consideration, Grantee shall have the ongoing option to revoke its request for repurchase pursuant to Section 9, in whole or in part, or to require that Substitute Option Issuer deliver from time to time that portion of the Section 9 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 9 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 any Governmental Entity disapproves of any part of Substitute Option Issuer's proposed repurchase pursuant to this Section 9, Substitute Option Issuer shall promptly give notice of such fact to Grantee. If any Governmental Entity prohibits the repurchase (and Substitute Option Issuer 11 12 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 or (ii) to the extent permitted by such Governmental Entity, determine whether the repurchase should apply to the Substitute Option and/or Option Shares and to what extent to each, and Grantee shall thereupon have the right to exercise the Substitute Option as to the number of Option Shares for which the Substitute Option was exercisable at the Section 9 Request Date less the sum of the number of shares covered by the Substitute Option in respect of which payment has been made pursuant to Section 9(a)(ii) and the number of shares covered by the portion of the Substitute OptionOption (if any) that has been repurchased; whereupon, repurchase such in the case of clause (ii), Substitute Option Issuer shall promptly (x) deliver to Grantee that portion of the Section 9 Repurchase Consideration that Substitute Option 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 Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied obtained by multiplying the number of shares of Substitute Common Stock requested 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 9 Repurchase Consideration less the portion thereof theretofore delivered to be repurchased by such owner Grantee and the denominator of which is the Section 9 Repurchase Consideration or (B) a certificate for the "Substitute Share Repurchase Price"). (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of Option Shares it is then so prohibited from repurchasing; provided, that if the Substitute Option exercises 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 Substitute Option or exercise its rights under this Section 8, 9 until the expiration of such period of 30 business days. Grantee shall notify Substitute Option Issuer shall, of its determination under the preceding sentence within 10 ten (10) business days after of receipt of notice of disapproval of the Section 8 Request Date, pay the Substitute Option Repurchase Price or Substitute Share Repurchase Price, as the case may be, in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option or shares of Substitute Common Stock, as the case may berepurchase. (c) For purposes of this Agreement, the following terms have "Substitute Applicable Price" means the following meanings:highest closing sales price per share of Substitute Common Stock during the six months preceding the Section 9 Request Date.

Repurchase of Substitute Option. (a) At Subject to the last sentence of Section 3(a) of this Agreement, at the request of Holder at any time after issuance commencing upon the first occurrence of the Substitute Option a Repurchase Event (as defined in Section 8(d) hereof) and prior to the expiration of the Substitute Optionending 12 months immediately thereafter, Substitute Option Issuer (or any successor entity thereof) shall: shall repurchase from Holder (i) at the request of Grantee, repurchase from Grantee the Substitute Option and (if and ii) all shares of Substitute Common Stock purchased by Holder pursuant hereto with respect to which Holder then has beneficial ownership. The date on which Holder exercises its rights under this Section 9 is referred to as the extent not previously exercised or terminated"Section 9 Request Date." Such repurchase shall be at an aggregate price (the "Section 9 Repurchase Consideration") at a price equal to the sum of: (i) The aggregate Purchase Price paid by Holder for any shares of Substitute Common Stock acquired pursuant to the Substitute Option with respect to which Holder then has beneficial ownership; (ii) The excess, if any, of (xA) the Highest Closing Price as of the Section 8 Request Date (as defined below) for a each share of Substitute Common Stock over (yB) the Purchase Price (subject to adjustment pursuant to Section 6(a)7 of this Agreement), multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised exercised; and (iii) The excess, if any, of the "Highest Closing Price over the Purchase Price (subject to adjustment pursuant to Section 7 of this Agreement) paid (or, in the case of Substitute Option Repurchase Price"); and (iiShares with respect to which the Substitute Option has been exercised but the Closing Date has not occurred, payable) at the request of an owner of shares by Holder for each share of Substitute Common Stock issued upon exercise of with respect to which the Substitute OptionOption has been exercised and with respect to which Holder then has beneficial ownership, repurchase such number of shares of Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied by the number of shares of Substitute Common Stock requested to be repurchased by such owner (the "Substitute Share Repurchase Price")shares. (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option Holder exercises its rights under this Section 89, Substitute Option Issuer shall, within 10 business days after the Section 8 9 Request Date, pay the Substitute Option Section 9 Repurchase Price or Substitute Share Repurchase Price, as the case may be, Consideration to Holder in immediately available funds, and Grantee or contemporaneously with such ownerpayment, as the case may be, Holder shall surrender to Substitute Option Issuer the Substitute Option or and the certificates evidencing the shares of Substitute Common StockStock purchased thereunder with respect to which Holder then has beneficial ownership, and 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. Notwithstanding the foregoing, to the extent that prior notification to or approval of any Regulatory Authority is required in connection with the payment of all or any portion of the Section 9 Repurchase Consideration, Holder shall have the ongoing option to revoke its request for repurchase pursuant to this Section 9, in whole or in part, or to require that Substitute Option Issuer deliver from time to time that portion of the Section 9 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 any Regulatory Authority disapproves of any part of Substitute Option Issuer's proposed repurchase pursuant to this Section 9, Substitute Option Issuer shall promptly give notice of such fact to Holder and Holder shall have the right (i) to revoke the repurchase request or (ii) to the extent permitted by such Regulatory Authority, determine whether the repurchase should apply to the Substitute Option and/or Substitute Option Shares and to what extent to each, and Holder shall thereupon have the right to exercise the Substitute Option as to the number of Substitute Option Shares for which the Substitute Option was exercisable at the Section 9 Request Date less the number of shares covered by the Substitute Option in respect of which payment has been made pursuant to Section 9(a)(ii) of this Agreement. Holder shall notify Substitute Option Issuer of its determination under the preceding sentence within five business days of receipt of notice of disapproval of the repurchase. Notwithstanding anything herein to the contrary, in the event that Substitute Option Issuer delivers to the Holder written notice accompanied by a certification of Substitute Option Issuer's independent auditor each stating that a requested repurchase of FBI Common Stock would result in the recapture of Substitute Option Issuer's bad debt reserves under the Internal Revenue Code of 1986, as amended, Holder's repurchase request shall be deemed to be automatically revoked. Notwithstanding anything herein to the case may becontrary, all of Holder's rights under this Section 9 shall terminate on the date of termination of this Substitute Option pursuant to Section 3(a) of this Agreement. (c) For purposes of this Agreement, the following terms have "Highest Closing Price" means the following meanings:highest of closing sales price for shares of Substitute Common Stock quoted on Nasdaq (or if the Substitute Common Stock is not quoted on Nasdaq, on the principal trading market on which such shares are traded as reported by a recognized source) during the six-month period preceding the Section 9 Request Date. 10.

Repurchase of Substitute Option. (a) At any time after issuance of the Substitute Option and prior to the expiration of the Substitute Option, Substitute Option Issuer (or any successor entity thereof) shall: (i) at the request of Grantee, repurchase from Grantee the Substitute Option (if and to the extent not previously exercised or terminated) at a price equal to the excess, if any, of (x) the Highest Closing Price as of the Section 8 Request Date (as defined below) for a share of Substitute Common Stock over (y) the Purchase Price (subject to adjustment pursuant to Section 6(a)), multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price"); and (ii) at the request of an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option, repurchase such number of shares of Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied by the number of shares of Substitute Common Stock requested to be repurchased by such owner (the "Substitute Share Repurchase Price"). (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option exercises its rights under this Section 8, Substitute Option Issuer shall, within 10 business days after the Section 8 Request Date, pay the Substitute Option Repurchase Price or Substitute Share Repurchase Price, as the case may be, in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option or shares of Substitute Common Stock, as the case may be. (c) For purposes of this Agreement, the following terms have the following meanings:

Repurchase of Substitute Option. (a) At Subject to the last sentence of Section 3(a) of this Agreement, at the request of Holder at any time after issuance commencing upon the first occurrence of the Substitute Option a Repurchase Event (as defined in Section 8(d) hereof) and prior to the expiration of the Substitute Optionending 12 months immediately thereafter, Substitute Option Issuer (or any successor entity thereof) shallshall repurchase from Holder (i) the Substitute Option and (ii) all shares of Substitute Common Stock purchased by Holder pursuant hereto with respect to which Holder then has beneficial ownership. The date on which Holder exercises its rights under this Section 9 is referred to as the "Section 9 Request Date." Such repurchase shall be at an aggregate price (the "Section 9 Repurchase Consideration") equal to the sum of: (i) at the request The aggregate Purchase Price paid by Holder for any shares of Grantee, repurchase from Grantee Substitute Common Stock acquired pursuant to the Substitute Option with respect to which Holder then has beneficial ownership; (if and to the extent not previously exercised or terminatedii) at a price equal to the The excess, if any, of (xA) the Highest Closing Price as of the Section 8 Request Date (as defined below) for a each share of Substitute Common Stock over (yB) the Purchase Price (subject to adjustment pursuant to Section 6(a)7 of this Agreement), multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price")exercised; and (iiiii) at The excess, if any, of the request Highest Closing Price over the Purchase Price (subject to adjustment pursuant to Section 7 of an owner this Agreement) paid (or, in the case of shares Substitute Option Shares with respect to which the Substitute Option has been exercised but the Closing Date has not occurred, payable) by Holder for each share of Substitute Common Stock issued upon exercise of with respect to which the Substitute OptionOption has been exercised and with respect to which Holder then has beneficial ownership, repurchase such number of shares of Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied by the number of shares of Substitute Common Stock requested to be repurchased by such owner (the "Substitute Share Repurchase Price")shares. (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option Holder exercises its rights under this Section 89, Substitute Option Issuer shall, within 10 business days after the Section 8 9 Request Date, pay the Substitute Option Section 9 Repurchase Price or Substitute Share Repurchase Price, as the case may be, Consideration to Holder in immediately available funds, and Grantee or contemporaneously with such ownerpayment, as the case may be, Holder shall surrender to Substitute Option Issuer the Substitute Option or and the certificates evidencing the shares of Substitute Common StockStock purchased thereunder with respect to which Holder then has beneficial ownership, and 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. Notwithstanding the foregoing, to the extent that prior notification to or approval of any Regulatory Authority is required in connection with the payment of all or any portion of the Section 9 Repurchase Consideration, Holder shall have the ongoing option to revoke its request for repurchase pursuant to this Section 9, in whole or in part, or to require that Substitute Option Issuer deliver from time to time that portion of the Section 9 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 any Regulatory Authority disapproves of any part of Substitute Option Issuer's proposed repurchase pursuant to this Section 9, Substitute Option Issuer shall promptly give notice of such fact to Holder and Holder shall have the right (i) to revoke the repurchase request or (ii) to the extent permitted by such Regulatory Authority, determine whether the repurchase should apply to the Substitute Option and/or Substitute Option Shares and to what extent to each, and Holder shall thereupon have the right to exercise the Substitute Option as to the number of Substitute Option Shares for which the Substitute Option was exercisable at the Section 9 Request Date less the number of shares covered by the Substitute Option in respect of which payment has been made pursuant to Section 9(a)(ii) of this Agreement. Holder shall notify Substitute Option Issuer of its determination under the preceding sentence within five business days of receipt of notice of disapproval of the repurchase. Notwithstanding anything herein to the contrary, in the event that Substitute Option Issuer delivers to the Holder written notice accompanied by a certification of Substitute Option Issuer's independent auditor each stating that a requested repurchase of LISB Common Stock would result in the recapture of Substitute Option Issuer's bad debt reserves under the Internal Revenue Code of 1986, as amended, Holder's repurchase request shall be deemed to be automatically revoked. Notwithstanding anything herein to the case may becontrary, all of Holder's rights under this Section 9 shall terminate on the date of termination of this Substitute Option pursuant to Section 3(a) of this Agreement. (c) For purposes of this Agreement, the following terms have "Highest Closing Price" means the following meanings:highest of closing sales price for shares of Substitute Common Stock quoted on the Nasdaq (or if the Substitute Common Stock is not quoted on the Nasdaq, on the principal trading market on which such shares are traded as reported by a recognized source) during the six-month period preceding the Section 9 Request Date.

Repurchase of Substitute Option. (a) At Subject to the last sentence of Section 3(a) of this Agreement, at the request of Holder at any time after issuance commencing upon the first occurrence of the Substitute Option a Repurchase Event (as defined in Section 8(d) hereof) and prior to the expiration of the Substitute Optionending 12 months immediately thereafter, Substitute Option Issuer (or any successor entity thereof) shallshall repurchase from Holder (i) the Substitute Option and (ii) all shares of Substitute Common Stock purchased by Holder pursuant hereto with respect to which Holder then has beneficial ownership. The date on which Holder exercises its rights under this Section 9 is referred to as the "Section 9 Request Date." Such repurchase shall be at an aggregate price (the "Section 9 Repurchase Consideration") equal to the sum of: (i) at the request The aggregate Purchase Price paid by Holder for any shares of Grantee, repurchase from Grantee Substitute Common Stock acquired pursuant to the Substitute Option with respect to which Holder then has beneficial ownership; (if and to the extent not previously exercised or terminatedii) at a price equal to the The excess, if any, of (xA) the Highest Closing Price as of the Section 8 Request Date (as defined below) for a each share of Substitute Common Stock over (yB) the Purchase Price (subject to adjustment pursuant to Section 6(a)7 of this Agreement), multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price")exercised; and (iiiii) at The excess, if any, of the request Highest Closing Price over the Purchase Price (subject to adjustment pursuant to Section 7 of an owner this Agreement) paid (or, in the case of shares Substitute Option Shares with respect to which the Substitute Option has been exercised but the Closing Date has not occurred, payable) by Holder for each share of Substitute Common Stock issued upon exercise of with respect to which the Substitute OptionOption has been exercised and with respect to which Holder then has beneficial ownership, repurchase such number of shares of Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied by the number of shares of Substitute Common Stock requested to be repurchased by such owner (the "Substitute Share Repurchase Price")shares. (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option Holder exercises its rights under this Section 89, Substitute Option Issuer shall, within 10 business days after the Section 8 9 Request Date, pay the Substitute Option Section 9 Repurchase Price or Substitute Share Repurchase Price, as the case may be, Consideration to Holder in immediately available funds, and Grantee or contemporaneously with such ownerpayment, as the case may be, Holder shall surrender to Substitute Option Issuer the Substitute Option or and the certificates evidencing the shares of Substitute Common StockStock purchased thereunder with respect to which Holder then has beneficial ownership, and 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. Notwithstanding the foregoing, to the extent that prior notification to or approval of any Regulatory Authority is required in connection with the payment of all or any portion of the Section 9 Repurchase Consideration, Holder shall have the ongoing option to revoke its request for repurchase pursuant to this Section 9, in whole or in part, or to require that Substitute Option Issuer deliver from time to time that portion of the Section 9 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 any Regulatory Authority disapproves of any part of Substitute Option Issuer's proposed repurchase pursuant to this Section 9, Substitute Option Issuer shall promptly give notice of such fact to Holder and Holder shall have the right (i) to revoke the repurchase request or (ii) to the extent permitted by such Regulatory Authority, determine whether the repurchase should apply to the Substitute Option and/or Substitute Option Shares and to what extent to each, and Holder shall thereupon have the right to exercise the Substitute Option as to the number of Substitute Option Shares for which the Substitute Option was exercisable at the Section 9 Request Date less the number of shares covered by the Substitute Option in respect of which payment has been made pursuant to Section 9(a)(ii) of this Agreement. Holder shall notify Substitute Option Issuer of its determination under the preceding sentence within five business days of receipt of notice of disapproval of the repurchase. Notwithstanding anything herein to the contrary, in the event that Substitute Option Issuer delivers to the Holder written notice accompanied by a certification of Substitute Option Issuer's independent auditor each stating that a requested repurchase of AFC Common Stock would result in the recapture of Substitute Option Issuer's bad debt reserves under the Internal Revenue Code of 1986, as amended, Holder's repurchase request shall be deemed to be automatically revoked. Notwithstanding anything herein to the case may becontrary, all of Holder's rights under this Section 9 shall terminate on the date of termination of this Substitute Option pursuant to Section 3(a) of this Agreement. (c) For purposes of this Agreement, the following terms have "Highest Closing Price" means the following meanings:highest of closing sales price for shares of Substitute Common Stock quoted on the Nasdaq (or if the Substitute Common Stock is not quoted on the Nasdaq, on the principal trading market on which such shares are traded as reported by a recognized source) during the six-month period preceding the Section 9 Request Date.

Repurchase of Substitute Option. (a) i. At the request of Holder at any time after issuance (1) commencing upon the first occurrence of a Substitute Repurchase Event (as defined in Section 9(d)) and ending 18 months immediately thereafter and (2) for 30 business days following the occurrence of either of the events set forth in clauses (i) and (ii) of Section 3(e) (but solely as to shares of Substitute Option and prior Common Stock with respect to which the expiration of the Substitute Optionrequired approval was not received), Substitute Option Issuer (or any successor entity thereofsuccessor) shallshall repurchase from Holder (x) the Option and (y) all shares of Substitute Common Stock purchased by Holder pursuant hereto with respect to which Holder then has beneficial ownership. The date on which Holder exercises its rights under this Section 9 is referred to as the "Section 9 Request Date". Such repurchase shall be at an aggregate price (the "Section 9 Repurchase Consideration") equal to the sum of: (i1) at the request aggregate Purchase Price paid by Holder for any shares of Grantee, repurchase from Grantee Substitute Common Stock acquired pursuant to the Substitute Option with respect to which Holder then has beneficial ownership; (if and to the extent not previously exercised or terminated2) at a price equal to the excess, if any, of (x) the Highest Closing Substitute Applicable Price as of the Section 8 Request Date (as defined below) for a each share of Substitute Common Stock over (y) the Purchase Price (subject to adjustment pursuant to Section 6(a)7), multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price")exercised; and (ii3) at the request excess, if any, of an owner the Substitute Applicable Price over the Purchase Price (subject to adjustment pursuant to Section 7) paid (or, in the case of Option Shares (for purposes of this Agreement, Option Shares shall include shares of Substitute Common Stock issued upon and related securities subject to the Substitute Option) with respect to which the Substitute Option has been exercised but the Closing Date has not occurred, payable) by Holder for each share of Substitute Common Stock with respect to which the Substitute Option has been exercised and with respect to which Holder then has beneficial ownership, multiplied by the number of such shares. ii. If Holder exercises its rights under this Section 9, Substitute Option Issuer shall, within 5 business days after the Section 9 Request Date, pay the Section 9 Repurchase Consideration to Holder in immediately available funds, and contemporaneously with such payment, Holder shall surrender to Substitute Option Issuer the Substitute Option and the certificates evidencing the shares of Substitute Common Stock purchased thereunder with respect to which Holder then has beneficial ownership, and Holder shall warrant that it has sole record and beneficial ownership of such shares and the Substitute Option and that the same are then free and clear of all Liens. Notwithstanding the foregoing, to the extent that prior notification to or approval of any Governmental Entity is required in connection with the payment of all or any portion of the Section 9 Repurchase Consideration, Holder shall have the ongoing option to revoke its request for repurchase pursuant to Section 9, in whole or in part, or to require that Substitute Option Issuer deliver from time to time that portion of the Section 9 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 9 Repurchase Consideration shall run instead from the date on which, as the case may be, (1) any required notification period has expired or been terminated or (2) such approval has been obtained and, in either event, any requisite waiting period shall have passed. If any Governmental Entity disapproves of any part of Substitute Option Issuer's proposed repurchase pursuant to this Section 9, Substitute Option Issuer shall promptly give notice of such fact to Holder (such notice a "Notice of Disapproval"). If any Governmental Entity prohibits the repurchase (and Substitute Option Issuer hereby undertakes to use all reasonable efforts to obtain all required approvals from Governmental Entities to accomplish such repurchase) in part but not in whole, then Holder shall have the right (i) to revoke the repurchase request or (ii) to the extent permitted by such Governmental Entity, determine whether the repurchase should apply to the Substitute Option and/or Option Shares and to what extent to each, and Holder shall thereupon have the right to exercise the Substitute Option as to the number of Option Shares for which the Substitute Option was exercisable at the Section 9 Request Date less the sum of the number of shares covered by the Substitute Option in respect of which payment has been made pursuant to Section 9(a)(ii) and the number of shares covered by the portion of the Substitute OptionOption (if any) that has been repurchased; whereupon, repurchase such in the case of clause (ii), Substitute Option Issuer shall promptly (x) deliver to the Holder that portion of the Section 9 Repurchase Consideration Price that Substitute Option Issuer is not prohibited from delivering and (y) deliver to the Holder, as appropriate, either (a) a new Stock Option Agreement evidencing the right of the Holder to purchase that number of shares of Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied obtained by multiplying the number of shares of Substitute Common Stock requested 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 9 Repurchase Consideration less the portion thereof theretofore delivered to be repurchased by such owner (the "Substitute Share Holder and the denominator of which is the Section 9 Repurchase Price"). Consideration or (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of a certificate for the Option Shares it is then so prohibited from repurchasing; provided, further, that if the Substitute Option exercises 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 Substitute Option or exercise its rights under this Section 8, 9 until the expiration of such period of 30 business days. Holder shall notify Substitute Option Issuer shall, of its determination under the preceding sentence within 10 ten business days after of receipt of Notice of Disapproval of the Section 8 Request Date, pay the Substitute Option Repurchase Price or Substitute Share Repurchase Price, as the case may be, in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option or shares of Substitute Common Stock, as the case may berepurchase. (c) iii. For purposes of this Agreement, the following terms have "Substitute Applicable Price" means the following meanings:highest of (1) the highest price per share of Substitute Common Stock paid for any such share by the person or groups described in Section 9(d)(i), (2) the price per share of Substitute Common Stock received by holders of Substitute 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 (3) the highest closing sales price per share of Substitute Common Stock quoted on the NYSE (or if the Substitute Common Stock is not listed on the NYSE, the highest closing price per share as quoted the Nasdaq NMS or, if the shares of Substitute Common Stock are not quoted thereon, the highest bid price on the principal trading market in which such shares are traded by a recognized source) during the 40 business days preceding the Section 9 Request Date; provided, however, that in the event of a sale of less than all of Substitute Option Issuer's assets, the Substitute 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 Substitute Option Issuer as determined by a nationally recognized investment banking firm selected by Holder, divided by the number of shares of the Substitute 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, which determination shall be conclusive for all purposes of this Agreement.

Repurchase of Substitute Option. (a) At the request of Holder at any time after issuance (i) commencing upon the first occurrence of a Substitute Repurchase Event (as defined in Section 9(d)) and ending 18 months immediately thereafter and (ii) for 30 business days following the occurrence of either of the events set forth in clauses (i) and (ii) of Section 3(e) (but solely as to shares of Substitute Option and prior Common Stock with respect to which the expiration of the Substitute Optionrequired approval was not received), Substitute Option Issuer (or any successor entity thereofsuccessor) shallshall repurchase from Holder (x) the Option and (y) all shares of Substitute Common Stock purchased by Holder pursuant hereto with respect to which Holder then has beneficial ownership. The date on which Holder exercises its rights under this Section 9 is referred to as the "Section 9 Request Date". Such repurchase shall be at an aggregate price (the "Section 9 Repurchase Consideration") equal to the sum of: (i) at the request aggregate Purchase Price paid by Holder for any shares of Grantee, repurchase from Grantee Substitute Common Stock acquired pursuant to the Substitute Option with respect to which Holder then has beneficial ownership; (if and to the extent not previously exercised or terminatedii) at a price equal to the excess, if any, of (x) the Highest Closing Substitute Applicable Price as of the Section 8 Request Date (as defined below) for a each share of Substitute Common Stock over (y) the Purchase Price (subject to adjustment pursuant to Section 6(a)7), multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price")exercised; and (iiiii) at the request excess, if any, of an owner the Substitute Applicable Price over the Purchase Price (subject to adjustment pursuant to Section 7) paid (or, in the case of Option Shares (for purposes of this Agreement, Option Shares shall include shares of Substitute Common Stock issued upon and related securities subject to the Substitute Option) with respect to which the Substitute Option has been exercised but the Closing Date has not occurred, payable) by Holder for each share of Substitute Common Stock with respect to which the Substitute Option has been exercised and with respect to which Holder then has beneficial ownership, multiplied by the number of such shares. (b) If Holder exercises its rights under this Section 9, Substitute Option Issuer shall, within 5 business days after the Section 9 Request Date, pay the Section 9 Repurchase Consideration to Holder in immediately available funds, and contemporaneously with such payment, Holder shall surrender to Substitute Option Issuer the Substitute Option and the certificates evidencing the shares of Substitute Common Stock purchased thereunder with respect to which Holder then has beneficial ownership, and Holder shall warrant that it has sole record and beneficial ownership of such shares and the Substitute Option and that the same are then free and clear of all Liens. Notwithstanding the foregoing, to the extent that prior notification to or approval of any Governmental Entity is required in connection with the payment of all or any portion of the Section 9 Repurchase Consideration, Holder shall have the ongoing option to revoke its request for repurchase pursuant to Section 9, in whole or in part, or to require that Substitute Option Issuer deliver from time to time that portion of the Section 9 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 9 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 any Governmental Entity disapproves of any part of Substitute Option Issuer's proposed repurchase pursuant to this Section 9, Substitute Option Issuer shall promptly give notice of such fact to Holder (such notice a "Notice of Disapproval"). If any Governmental Entity prohibits the repurchase (and Substitute Option Issuer hereby undertakes to use all reasonable efforts to obtain all required approvals from Governmental Entities to accomplish such repurchase) in part but not in whole, then Holder shall have the right (i) to revoke the repurchase request or (ii) to the extent permitted by such Governmental Entity, determine whether the repurchase should apply to the Substitute Option and/or Option Shares and to what extent to each, and Holder shall thereupon have the right to exercise the Substitute Option as to the number of Option Shares for which the Substitute Option was exercisable at the Section 9 Request Date less the sum of the number of shares covered by the Substitute Option in respect of which payment has been made pursuant to Section 9(a)(ii) and the number of shares covered by the portion of the Substitute OptionOption (if any) that has been repurchased; whereupon, repurchase such in the case of clause (ii), Substitute Option Issuer shall promptly (x) deliver to the Holder that portion of the Section 9 Repurchase Consideration Price that Substitute Option Issuer is not prohibited from delivering and (y) deliver to the Holder, as appropriate, either (A) a new Stock Option Agreement evidencing the right of the Holder to purchase that number of shares of Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied obtained by multiplying the number of shares of Substitute Common Stock requested 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 9 Repurchase Consideration less the portion thereof theretofore delivered to be repurchased by such owner the Holder and the denominator of which is the Section 9 Repurchase Consideration or (B) a certificate for the "Substitute Share Repurchase Price"). (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of Option Shares it is then so prohibited from repurchasing; provided, further, that if the Substitute Option exercises 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 Substitute Option or exercise its rights under this Section 8, 9 until the expiration of such period of 30 business days. Holder shall notify Substitute Option Issuer shall, of its determination under the preceding sentence within 10 ten business days after of receipt of Notice of Disapproval of the Section 8 Request Date, pay the Substitute Option Repurchase Price or Substitute Share Repurchase Price, as the case may be, in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option or shares of Substitute Common Stock, as the case may berepurchase. (c) For purposes of this Agreement, the following terms have "Substitute Applicable Price" means the following meanings:highest of (i) the highest price per share of Substitute Common Stock paid for any such share by the person or groups described in Section 9(d)(i), (ii) the price per share of Substitute Common Stock received by holders of Substitute 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 Substitute Common Stock quoted on the NYSE (or if the Substitute Common Stock is not listed on the NYSE, the highest closing price per share as quoted the Nasdaq NMS or, if the shares of Substitute Common Stock are not quoted thereon, the highest bid price on the principal trading market in which such shares are traded by a recognized source) during the 40 business days preceding the Section 9 Request Date; provided, however, that in the event of a sale of less than all of Substitute Option Issuer's assets, the Substitute 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 Substitute Option Issuer as determined by a nationally recognized investment banking firm selected by Holder, divided by the number of shares of the Substitute 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, which determination shall be conclusive for all purposes of this Agreement.

Repurchase of Substitute Option. (a) At any time after issuance of the Substitute Option and prior to the expiration of the Substitute Option, Substitute Option Issuer (or any successor entity thereof) shall: (i) at the request of Grantee, repurchase from Grantee the Substitute Option (if and to the extent not previously exercised or terminated) at a price equal to the excess, if any, of (x) the Highest Closing Price as of the Section 8 Request Date (as defined below) for a share of Substitute Common Stock over (y) the Purchase Price (subject to adjustment pursuant to Section 6(a)), multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised (the "Substitute Option Repurchase Price"); and (ii) at the request of an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option, repurchase such number of shares of Substitute Common Stock as such owner shall designate at a price equal to the Highest Closing Price as of the Section 8 Request Date multiplied by the number of shares of Substitute Common Stock requested to be repurchased by such owner (the "Substitute Share Repurchase Price"). (b) If Grantee or an owner of shares of Substitute Common Stock issued upon exercise of the Substitute Option exercises its rights under this Section 8, Substitute Option Issuer shall, within 10 business days after the Section 8 Request Date, pay the Substitute Option Repurchase Price or Substitute Share Repurchase Price, as the case may be, in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option or shares of Substitute Common Stock, as the case may be. (c) For purposes of this Agreement, the following terms have the following meanings: