Common use of ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC Clause in Contracts

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option and the Purchase Price therefor shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, if any, so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)) or pursuant to this Option), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals shall not exceed the lesser of (i) 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the OptionOption and (ii) that minimum number of shares of Issuer Common Stock which when aggregated with any other shares of Issuer Common Stock beneficially owned by Grantee or any Affiliate thereof would cause the provisions of any Takeover Laws of the NCBCA to be applicable to the Merger. (b) In the event that Issuer shall enter into in an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets Assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (x) the Acquiring Corporation (as defined below), ) or (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer Corporation (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)) or pursuant to this Option), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into in an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets Assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividendreclassification, recapitalization, stock split, split-up, recapitalization, combination, exchange of shares shares, stock dividend, dividend payable in any other securities, or any similar transactionevent, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, so that Holder Grantee shall receive, receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)immediately preceding sentence), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, it equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (xI) the Acquiring Corporation (as defined below), ) or (yII) any person that controls the Acquiring Corporation, or Corporation (z) in the case of a merger described any such person specified in clause (ii), the Issuer I) or (in each case, such person II) being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option; provided that the exercise price therefor and number of shares subject thereto shall be as set forth in this Section 6 and the repurchase rights relating thereto shall be as set forth in Section 8; provided, provided thatfurther, that the Substitute Option shall be exercisable immediately upon issuance without the occurrence of a Purchase Event; and provided, further, that if the terms of the Substitute Option cannot, for legal reasons, be identical the same as the Option (subject to those of the Optionvariations described in the foregoing provisos), such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option Grantee in substantially the same form as this AgreementAgreement (subject to the variations described in the foregoing provisos), which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defineddefined below) as is equal to the Assigned Value (as hereinafter defineddefined below) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defineddefined below), rounded up to the nearest whole share. The exercise price per share of Substitute Common Stock of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Option Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares of Substitute Common Stock for which the Substitute Option is exercisable. (e) The In no event, pursuant to any of the foregoing paragraphs, shall the Substitute Option be exercisable for more than 19.9% of the aggregate of the shares of Substitute Common Stock outstanding prior to exercise of the Substitute Option. In the event that the Substitute Option would be exercisable for more than 19.9% of the aggregate of the shares of outstanding Substitute Common Stock but for the limitation in the first sentence of this Section 6(e), Substitute Option Issuer shall make a cash payment to Grantee equal to the excess of (i) the value of the Substitute Option without giving effect to the limitation in the first sentence of this Section 6(e) over (ii) the value of the Substitute Option after giving effect to the limitation in te first sentence of this Section 6(e). This difference shall be determined in good faith by a nationally recognized investment banking firm selected by Grantee. (f) Issuer shall not enter into any transaction described in Section 6(b) unless the Acquiring Corporation and, if applicable, any beneficial owner of 50% or more of the outstanding voting stock of the Acquiring Corporation (after giving effect to the transaction) assume in writing all the obligations of Issuer hereunder and take all other actions that may be necessary so that the provisions of this Agreement are given full force and effect (including, without limitation, any action that may be necessary so that the holders of the other shares of common stock issued by Substitute Option Issuer are not entitled to exercise any rights comparable to the Rights by reason of the issuance or exercise of the Substitute Option and the shares of Substitute Common Stock are otherwise in no way distinguishable from or have lesser economic value than other shares of common stock issued by Substitute Option Issuer (other than any diminution in value resulting from the fact, if applicable, that the shares of Substitute Common Stock are restricted securities, as defined in Rule 144 under the Securities Act or any successor provision)). (g) For purposes of this Agreement, the following terms have the meanings indicatedfollowing meanings:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividendreclassification, recapitalization, stock split, split-up, recapitalization, combination, exchange of shares shares, stock dividend, dividend payable in any other securities, or any similar transactionevent, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, so that Holder Grantee shall receive, receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)immediately preceding sentence), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, it equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (xI) the Acquiring Corporation (as defined below), ) or (yII) any person that controls the Acquiring Corporation, or Corporation (z) in the case of a merger described any such person specified in clause (ii), the Issuer I) or (in each case, such person II) being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option; provided that the exercise price therefor and number of shares subject thereto shall be as set forth in this Section 6 and the repurchase rights relating thereto shall be as set forth in Section 8; provided, provided thatfurther, that the Substitute Option shall be exercisable immediately upon issuance without the occurrence of a Purchase Event; and provided, further, that if the terms of the Substitute Option cannot, for legal reasons, be identical the same as the Option (subject to those of the Optionvariations described in the foregoing provisos), such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option Grantee in substantially the same form as this AgreementAgreement (subject to the variations described in the foregoing provisos), which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defineddefined below) as is equal to the Assigned Value (as hereinafter defineddefined below) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defineddefined below), rounded up to the nearest whole share. The exercise price per share of Substitute Common Stock of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Option Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares of Substitute Common Stock for which the Substitute Option is exercisable. (e) The In no event, pursuant to any of the foregoing paragraphs, shall the Substitute Option be exercisable for more than 19.9% of the aggregate of the shares of Substitute Common Stock outstanding prior to exercise of the Substitute Option. In the event that the Substitute Option would be exercisable for more than 19.9% of the aggregate of the shares of outstanding Substitute Common Stock but for the limitation in the first sentence of this Section 6(e), Substitute Option Issuer shall make a cash payment to Grantee equal to the excess of (i) the value of the Substitute Option without giving effect to the limitation in the first sentence of this Section 6(e) over (ii) the value of the Substitute Option after giving effect to the limitation in the first sentence of this Section 6(e). This difference in value shall be determined in good faith by a nationally recognized investment banking firm selected by Grantee. (f) Issuer shall not enter into any transaction described in Section 6(b) unless the Acquiring Corporation and, if applicable, any beneficial owner of 50% or more of the outstanding voting stock of the Acquiring Corporation (after giving effect to the transaction) assume in writing all the obligations of Issuer hereunder and take all other actions that may be necessary so that the provisions of this Agreement are given full force and effect (including, without limitation, any action that may be necessary so that the holders of the other shares of common stock issued by Substitute Option Issuer are not entitled to exercise any rights comparable to the Rights by reason of the issuance or exercise of the Substitute Option and the shares of Substitute Common Stock are otherwise in no way distinguishable from or have lesser economic value than other shares of common stock issued by Substitute Option Issuer (other than any diminution in value resulting from the fact, if applicable, that the shares of Substitute Common Stock are restricted securities, as defined in Rule 144 under the Securities Act or any successor provision)). (g) For purposes of this Agreement, the following terms have the meanings indicatedfollowing meanings:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(aSECTION 7(A)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then then-outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:transaction

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock Shares by reason of a stock dividendreclassification, recapitalization, stock split, split-up, recapitalization, combination, exchange of shares shares, stock dividend, dividend, dividend payable in any other securities, or any similar transactionevent, the type and number of shares Shares or securities subject to the Option Option, and the Purchase Price therefor (including for purposes of repurchase thereof pursuant to Section 7), shall be adjusted appropriately, and proper provision provisions shall be made in the agreements governing such transaction transaction, so that Holder Grantee shall receive, receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock Shares if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock Shares are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)immediately preceding sentence), the number of shares of Issuer Common Stock Shares subject to the Option shall be adjusted so that, after that immediately prior to such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, it equals 19.914.9% of the number of shares of Issuer Common Stock Shares then issued and outstanding, . In no event shall the number of Shares subject to the Option exceed 14.9% of the number of Shares issued and outstanding at the time of exercise (without giving effect to any shares subject to or issued pursuant to the Option). (b) In Without limiting the foregoing, whenever the number of Option Shares purchasable upon exercise of the Option is adjusted as provided in this Section 6, the Purchase Price per Option Share shall be adjusted by multiplying the Purchase Price by a fraction, the numerator of which is equal to the number of Option Shares purchasable prior to the adjustment and the denominator of which is equal to the number of Option Shares purchasable after the adjustment. (c) Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any personPerson, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person Person or cash or any other property property, or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any personPerson, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option")number and class of shares or other securities or property that Grantee would have received in respect of Option Shares had the Option been exercised immediately prior to such consolidation, at merger, sale or transfer or the election of Granteerecord date therefor, deemed granted by either (x) as applicable. Issuer shall take such steps in connection with such consolidation, merger, liquidation or other such transaction as may be reasonably necessary to assure that the Acquiring Corporation (provisions hereof shall thereafter apply as defined below), (y) nearly as possible to any person that controls the Acquiring Corporation, securities or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those property thereafter deliverable upon exercise of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock Shares by reason of a stock dividendreclassification, recapitalization, stock split, split-up, recapitalization, combination, exchange of shares shares, stock dividend, dividend, dividend payable in any other securities, or any similar transactionevent, the type and number of shares Shares or securities subject to the Option Option, and the Purchase Price therefor (including for purposes of repurchase thereof pursuant to Section 7), shall be adjusted appropriately, and proper provision provisions shall be made in the agreements governing such transaction transaction, so that Holder Grantee shall receive, receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock Shares if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock Shares are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)immediately preceding sentence), the number of shares of Issuer Common Stock Shares subject to the Option shall be adjusted so that, after that immediately prior to such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, it equals 19.914.9% of the number of shares of Issuer Common Stock Shares then issued and outstanding, . In no event shall the number of Shares subject to the Option exceed 14.9% of the number of Shares issued and outstanding at the time of exercise (without giving effect to any shares subject to or issued pursuant to the Option.) (b) In Without limiting the foregoing, whenever the number of Option Shares purchasable upon exercise of the Option is adjusted as provided in this Section 6, the Purchase Price per Option Share shall be adjusted by multiplying the Purchase Price by a fraction, the numerator of which is equal to the number of Option Shares purchasable prior to the adjustment and the denominator of which is equal to the number of Option Shares purchasable after the adjustment. (c) Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any personPerson, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person Person or cash or any other property property, or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any personPerson, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option")number and class of shares or other securities or property that Grantee would have received in respect of Option Shares had the Option been exercised immediately prior to such consolidation, at merger, sale or transfer or the election of Granteerecord date therefor, deemed granted by either (x) as applicable. Issuer shall take such steps in connection with such consolidation, merger, liquidation or other such transaction as may be reasonably necessary to assure that the Acquiring Corporation (provisions hereof shall thereafter apply as defined below), (y) nearly as possible to any person that controls the Acquiring Corporation, securities or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those property thereafter deliverable upon exercise of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change changes in Issuer Common Stock by reason of a stock dividend, reverse stock split, split-upmerger, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor shall therefor, will be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction transaction, so that Holder shall receive, Grantee will receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in with respect of to Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If Subject to Section 1, and without limiting the parties' relative rights and obligations under the Merger Agreement, if any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a6(a)), the number of shares of Issuer Common Stock subject to the Option shall will be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, it equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that the Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall will, after such merger represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions condition set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option")number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, at the election of Granteemerger, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporationsale, or (z) in transfer, or the case of a merger described in clause (ii)record date therefor, the Issuer (in each case, such person being referred to as the "Substitute Option Issuer")applicable and make any other necessary adjustments. (c) The Substitute Option shall have If, at any time during the same terms period commencing on the occurrence of an event as a result of which Grantee is entitled to receive the Option, provided that, if the terms Termination Fee pursuant to Section 8.3 of the Substitute Option cannot, for legal reasons, be identical to those Merger Agreement (the "Purchase Event") and ending on the termination of the OptionOption in accordance with Section 2, such terms Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right (the "Cash-Out-Right") pursuant to this Section 6(c), then Issuer shall be as similar as possible and in no event less advantageous pay to Grantee. The Substitute , on the Option Issuer shall also enter into an agreement with Closing Date, in exchange for the then-holder or holders cancellation of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable with respect to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of Option Shares as Grantee specifies in the Substitute Common Stock (as hereinafter defined) as is Exercise Notice, an amount in cash equal to the Assigned Value (as hereinafter defined) such number of Option Shares multiplied by the number difference between (i) the average closing price, for the 10 NYSE trading days commencing on the 12th NYSE trading day immediately preceding the Notice Date, per share of shares of Issuer Common Stock as reported on the NYSE Composite Transactions Tape (or, if not listed on the NYSE, as reported on any other national securities exchange or national securities quotation system on which the Issuer Common Stock for which the Option was theretofore exercisableis listed or quoted, divided by the Average Price as reported in The Wall Street Journal (as hereinafter definedNortheast edition). The exercise price of the Substitute Option per share of the Substitute Common Stock , or, if not reported thereby, any other authoritative source) (the "Substitute Purchase Closing Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:ii)

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer the Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing any such transaction transaction, so that Holder FirstMerit shall receive, receive upon exercise of the Option, Option the number and class of shares or shares, other securities or property that Holder FirstMerit would have received in respect of Issuer Common Stock the Option Shares if the Option had been exercised and the Option Shares had been issued to FirstMerit immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter Security First enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, person (other than Grantee FirstMerit or one any subsidiary of its SubsidiariesFirstMerit), and Issuer Security First shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) pursuant to permit which any person, person (other than Grantee FirstMerit or one any subsidiary of its Subsidiaries, to FirstMerit) shall merge into IssuerSecurity First, and Issuer Security First shall be the continuing or surviving corporation, but, in connection with such merger, the then but outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock stock, other securities, property, or other securities cash, or (iii) to sell, lease, or otherwise transfer assets of Issuer Security First or any other person of its subsidiaries, in one or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less more transactions, representing more than 50% of the outstanding shares consolidated assets or earning power of Security First and share equivalents of the merged company; its subsidiaries to any person (iii) to permit any person, other than Grantee FirstMerit or one any subsidiary of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its SubsidiariesFirstMerit), then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted intoFirstMerit may, or exchanged forin its discretion, an option (convert the "Substitute Option")Option into the right to receive, at the election of GranteeFirstMerit, deemed granted by either (x) from the Acquiring Corporation (as defined below), (y) or from any person that controls the Acquiring Corporation, or (z) Security First in the case of a merger described in clause (ii), the Issuer (number and class of shares, other securities or property that FirstMerit would have received in each caserespect of the Option Shares if the Option had been exercised and the Option Shares had been issued to FirstMerit immediately prior to the consummation of such transaction, such person being referred the distribution of the proceeds thereof to Security First's stockholders, or the record date therefor, as the "Substitute Option Issuer")applicable. (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms For purposes of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, "Acquiring Corporation" means (i) the continuing or surviving corporation in a merger or consolidation involving Security First in which agreement shall be applicable to Security First is not the Substitute Option. continuing or surviving corporation, (dii) The Substitute Option shall be exercisable for such number Security First in a merger in which Security First is the continuing or surviving corporation in a transaction described in Section 7(b)(ii), and (iii) the transferee of shares more than 50% of the Substitute Common Stock (as hereinafter defined) as is equal consolidated assets or earning power of Security First and its subsidiaries. The provisions of Sections 7 through 12 shall apply with appropriate adjustments to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock any securities for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal becomes exercisable pursuant to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisablethis Section 7. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, if any, so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)) or pursuant to this Option), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals shall not exceed the lesser of (i) 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the OptionOption and (ii) that minimum number of shares of Issuer Common Stock which when aggregated with any other shares of Issuer Common Stock beneficially owned by Grantee or any Affiliate thereof would cause the provisions of any Takeover Laws of the DGCL to be applicable to the Merger. (b) In the event that Issuer shall enter into in an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets Assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (x) the Acquiring Corporation (as defined below), ) or (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer Corporation (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, if any, so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)) or pursuant to this Option), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into in an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets Assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (x) the Acquiring Corporation (as defined below), ) or (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer Corporation (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, so that Holder Grantee shall receive, receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other at a price per share less than pursuant to an event described in the first sentence of this Section 7(a))Purchase Price, the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, it equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (xI) the Acquiring Corporation (as defined below), ) or (yII) any person that controls the Acquiring Corporation, or Corporation (z) in the case of a merger described any such person specified in clause (ii), the Issuer I) or (in each case, such person II) being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option; provided that the exercise price therefor and number of shares subject thereto shall be as set forth in this Section 6 and the repurchase rights relating thereto shall be as set forth in Section 8; provided, provided thatfurther, that the Substitute Option shall be exercisable immediately upon issuance without the occurrence of a Purchase Event with respect to the Substitute Option; and provided, further, that if the terms of the Substitute Option cannot, for legal reasons, be identical the same as the Option (subject to those of the Optionvariations described in the foregoing provisos), such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option Grantee in substantially the same form as this AgreementAgreement (subject to the variations described in the foregoing provisos), which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defineddefined below) as is equal to the Assigned Value (as hereinafter defineddefined below) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defineddefined below), rounded up to the nearest whole share. The exercise price per share of Substitute Common Stock of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Option Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares of Substitute Common Stock for which the Substitute Option is exercisable. (e) The In no event, pursuant to any of the foregoing paragraphs, shall the Substitute Option be exercisable for more than 19.9% of the aggregate of the shares of Substitute Common Stock outstanding prior to exercise of the Substitute Option. In the event that the Substitute Option would be exercisable for more than 19.9% of the aggregate of the shares of outstanding Substitute Common Stock but for the limitation in the first sentence of this Section 6(e), Substitute Option Issuer shall make a cash payment to Grantee equal to the excess of (i) the value of the Substitute Option without giving effect to the limitation in the first sentence of this Section 6(e) over (ii) the value of the Substitute Option after giving effect to the limitation in the first sentence of this Section 6(e). This difference in value shall be determined by a nationally recognized investment banking firm selected by Grantee. (f) Issuer shall not enter into any transaction described in Section 6(b) unless the Acquiring Corporation and any person that controls the Acquiring Corporation assume in writing all the obligations of Issuer hereunder and take all other actions that may be necessary so that the provisions of this Agreement are given full force and effect (including, without limitation, any action that may be necessary so that the holders of the other shares of common stock issued by Substitute Option Issuer are not entitled to exercise any rights comparable to the Rights by reason of the issuance or exercise of the Substitute Option and the shares of Substitute Common Stock are otherwise in no way distinguishable from or have lesser economic value than other shares of common stock issued by Substitute Option Issuer (other than any diminution in value resulting from the fact, if applicable, that the shares of Substitute Common Stock are restricted securities, as defined in Rule 144 under the Securities Act or any successor provision)). (g) For purposes of this Agreement, the following terms have the meanings indicatedfollowing meanings:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change changes in Issuer Common Stock by reason of a stock dividend, reverse stock split, split-upmerger, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor shall therefor, will be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction transaction, so that Holder shall receive, Grantee will receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in with respect of to Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that the Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall will, after such merger represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions condition set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option")number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, at the election of Granteemerger, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporationsale, or (z) in transfer, or the case of a merger described in clause (ii)record date therefor, the Issuer (in each case, such person being referred to as the "Substitute Option Issuer")applicable and make any other necessary adjustments. (c) The Substitute If, at any time during the period commencing on the occurrence of an event as a result of which Grantee is entitled to receive the Parent Termination Fee pursuant to Section 7.12 of the Merger Agreement (the "Purchase Event") and ending on the termination of the Option in accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right (the "Cash-Out-Right") pursuant to this Section 7(c), then Issuer shall have pay to Grantee, on the same terms Option Closing Date, in exchange for the cancellation of the Option with respect to such number of Option Shares as Grantee specifies in the OptionExercise Notice, provided thatan amount in cash equal to such number of Option Shares multiplied by the difference between (i) the average closing price for the 10 trading days commencing on the 12th Nasdaq trading day immediately preceding the Notice Date, per share of Issuer Common Stock as reported on the Nasdaq National Market (or, if not listed on the terms Nasdaq, as reported on any other national securities exchange or national securities quotation system on which the Issuer Common Stock is listed or quoted, as reported in The Wall Street Journal (Northeast edition), or, if not reported thereby, any other authoritative source) (the "Closing Price") and (ii) the Purchase Price, except that in no event shall the Issuer be required to pay to the Grantee pursuant to this Section 7(c) an amount exceeding the product of (x) $1.00 and (y) such number of Option Shares. Notwithstanding the Substitute Option cannot, for legal reasons, be identical to those termination of the Option, Grantee will be entitled to exercise its rights under this Section 7(c) if it has exercised such terms shall be as similar as possible and rights in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement accordance with the then-holder or holders terms hereof prior to the termination of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer the Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing any such transaction transaction, so that Holder FirstMerit shall receive, receive upon exercise of the Option, Option the number and class of shares or shares, other securities or property that Holder FirstMerit would have received in respect of Issuer Common Stock the Option Shares if the Option had been exercised and the Option Shares had been issued to FirstMerit immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter CoBancorp enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, person (other than Grantee FirstMerit or one any subsidiary of its SubsidiariesFirstMerit), and Issuer CoBancorp shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) pursuant to permit which any person, person (other than Grantee FirstMerit or one any subsidiary of its Subsidiaries, to FirstMerit) shall merge into IssuerCoBancorp, and Issuer CoBancorp shall be the continuing or surviving corporation, but, in connection with such merger, the then but outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock stock, other securities, property, or other securities cash, or (iii) to sell, lease, or otherwise transfer assets of Issuer CoBancorp or any other person of its subsidiaries, in one or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less more transactions, representing more than 50% of the outstanding shares consolidated assets or earning power of CoBancorp and share equivalents of the merged company; its subsidiaries to any person (iii) to permit any person, other than Grantee FirstMerit or one any subsidiary of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its SubsidiariesFirstMerit), then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted intoFirstMerit may, or exchanged forin its discretion, an option (convert the "Substitute Option")Option into the right to receive, at the election of GranteeFirstMerit, deemed granted by either (x) from the Acquiring Corporation (as defined below), (y) or from any person that controls the Acquiring Corporation, or (z) CoBancorp in the case of a merger described in clause (ii), the Issuer (number and class of shares, other securities or property that FirstMerit would have received in each caserespect of the Option Shares if the Option had been exercised and the Option Shares had been issued to FirstMerit immediately prior to the consummation of such transaction, such person being referred the distribution of the proceeds thereof to CoBancorp's stockholders, or the record date therefor, as the "Substitute Option Issuer")applicable. (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms For purposes of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, "Acquiring Corporation" means (i) the continuing or surviving corporation in a merger or consolidation involving CoBancorp in which agreement shall be applicable to CoBancorp is not the Substitute Option. continuing or surviving corporation, (dii) The Substitute Option shall be exercisable for such number CoBancorp in a merger in which CoBancorp is the continuing or surviving corporation in a transaction described in Section 7(b)(ii), and (iii) the transferee of shares more than 50% of the Substitute Common Stock (as hereinafter defined) as is equal consolidated assets or earning power of CoBancorp and its subsidiaries. The provisions of Sections 7 through 12 shall apply with appropriate adjustments to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock any securities for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal becomes exercisable pursuant to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisablethis Section 7. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted adjusted, without any further action by or on behalf of the Issuer or Holder, so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets Assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of GranteeHolder, deemed granted by of either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to GranteeHolder. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders each Holder of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event ----------------------------------------------- of any change in Issuer Common Company Stock by reason of a stock dividend, stock split, split-up, merger, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, so that Holder Parent shall receive, receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Parent would have received in respect of Issuer Common Company Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter the Company enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee Parent or one of its Subsidiariessubsidiaries, and Issuer the Company shall not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee Parent or one of its Subsidiariessubsidiaries, to merge into Issuer, or consolidate with the Company and Issuer the Company shall be the continuing or surviving corporation, but, but in connection with such mergermerger or consolidation, the then outstanding shares of Issuer Common Company Stock outstanding immediately prior to the consummation of such merger or consolidation shall be changed into or exchanged for stock or other securities of Issuer the Company or any other person or cash or any other property property, or the outstanding shares of Issuer Common Company Stock outstanding immediately prior to the consummation of such merger shall or consolidation shall, after such merger or consolidation, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged or consolidated company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee Parent or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions provision so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option")number and class of shares or other securities, at cash or property that Parent would have received in respect of Company Stock if the election of GranteeOption had been exercised immediately prior to such consolidation, deemed granted by either (x) the Acquiring Corporation (as defined below)merger, (y) any person that controls the Acquiring Corporationsale or transfer, or (z) in the case of a merger described in clause (ii)record date therefor, the Issuer (in each case, such person being referred to as the "Substitute Option Issuer")applicable. (c) The Substitute Option shall have If, prior to the same terms as the Option, provided that, if the terms termination of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially accordance with Section 2, the same form as this Agreement, Company enters into any agreement (x) pursuant to which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of all outstanding shares of Company Stock are to be purchased for, or converted into the Substitute Common Stock right to receive in whole or in part (as hereinafter definedother than in respect of fractional shares) as is equal cash or (y) with respect to any transaction described in clauses (i), (ii) and (iii) of paragraph (b) (each of (x) and (y), a "Transaction"), and, in the Assigned Value case of each of clauses (as hereinafter definedx) multiplied by the number of shares of the Issuer Common Stock for which and (y), the Option was theretofore is then exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:Company covenants that proper provision

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing documentation pertaining to such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than whether upon exercise of stock options or otherwise but excluding any issuance pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the such number of shares, together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option (with any fractional share being rounded up to the next full share). Issuer agrees that in no event shall the number of shares of Issuer Common Stock issued after the date of this Agreement pursuant to the preceding sentence, together with the number of shares of Issuer Common Stock subject to the Option, adjusted as aforesaid, exceed the number of available authorized but unissued and unreserved shares of Issuer Common Stock. Nothing contained in this Section 7(a) or elsewhere in this Agreement shall be deemed to authorize Issuer to issue shares in breach of any provision of the Reorganization Agreement. (b) In the event that Issuer shall shall, prior to the occurrence of an event set forth in Section 3(a) terminating the Holder's right to exercise the Option, enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its consolidated assets or deposit liabilities to any person, person other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (xA) the Acquiring Corporation (as defined below), (yB) any person that controls the Acquiring Corporation, (such person being referred to as the "Substitute Option Issuer"), or (zC) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, that if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-then holder or holders of the Substitute Option in substantially the same form as this Agreement (after giving effect for such purposes to the provisions of this Agreement), which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as is hereinafter defined) as is equal to the Assigned Value (as is hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as is hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares of the Substitute Common Stock for which the Substitute Option is exercisable. (e) The As used herein, the following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in the Issuer Common Stock by reason of a stock dividend, split-up, reverse stock split, split-upmerger, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor shall thereof, will be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction transaction, so that Holder shall receive, Grantee will receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If Subject to Section 1, and without limiting the parties' relative rights and obligations under the Merger Agreement, if any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a6(a)), the number of shares of Issuer Common Stock subject to the Option shall will be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals it equates 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall will, after such merger merger, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option")number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, at the election of Granteemerger, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporationsale, or (z) in transfer, or the case of a merger described in clause (ii)record date therefor, the Issuer (in each case, such person being referred to as the "Substitute Option Issuer")applicable and make any other necessary adjustments. (c) The Substitute Option shall have If, at any time during the same terms as period commencing on a Purchase Event and ending on the Option, provided that, if the terms termination of the Substitute Option cannotin accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right (the "Cash-Out Right") pursuant to this Section 6(c), then Issuer shall pay to Grantee, on the Option Closing Date, in exchange for legal reasons, be identical to those the cancellation of the Option, such terms shall be as similar as possible and in no event less advantageous Option with respect to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of Option Shares as Grantee specifies in the Substitute Common Stock (as hereinafter defined) as is Exercise Notice, an amount in cash equal to the Assigned Value (as hereinafter defined) such number of Option Shares multiplied by the number difference between (i) the average closing price, for the 10 NYSE trading days commencing on the 12th NYSE trading day immediately preceding the Notice Date, per share of shares of Issuer Common Stock as reported on the NYSE Composite Transaction Tape (or, if not listed on the NYSE, as reported on any other national securities exchange or national securities quotation system on which the Issuer Common Stock for which the Option was theretofore exercisableis listed or quoted, divided by the Average Price as reported in The Wall Street Journal (as hereinafter definedNortheast edition). The exercise price of the Substitute Option per share of the Substitute Common Stock , or, if not reported thereby, any other authoritative source) (the "Substitute Purchase Closing Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:ii)

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any ---------------------------------------------- change in Issuer Company Common Stock by reason of a stock dividend, stock split, split-up, merger, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, so that Holder Parent shall receive, receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Parent would have received in respect of Issuer Company Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If Subject to Section 1, and without limiting the parties' relative rights and obligations under the Merger Agreement, if any additional shares of Issuer Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a9(a)), the number of shares of Issuer Company Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, it equals 19.9% of the number of shares of Issuer Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter the Company enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee Parent or one of its Subsidiariessubsidiaries, and Issuer the Company shall not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee Subsidiary or one of its SubsidiariesParent's other subsidiaries, to merge into Issuer, the Company and Issuer the Company shall be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Company Common Stock outstanding immediately prior to the consummation of such merger shall be changed into or exchanged for stock or other securities of Issuer the Company or any other person or cash or any other property property, or the outstanding shares of Issuer Company Common Stock outstanding immediately prior to the consummation of such merger shall shall, after such merger merger, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee Parent or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions provision so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Parent would have received in respect of Company Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale or transfer, or the record date therefor, as applicable. (c) If, prior to the termination of the Option in accordance with Section 2 or the Notice Date, the Company enters into any agreement pursuant to which all outstanding shares of Company Common Stock are to be purchased for, or converted into the right to receive in whole or in part (other than in respect of fractional shares), cash (a "Substitute OptionTransaction"), at the election Company covenants that proper provision shall be made in such agreement to provide that, if the Option shall not therefore have been exercised, then upon the consummation of Grantee, deemed granted by either a Transaction (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) which in the case of a merger described in clause (iiTransaction involving a tender offer shall be when shares of Company Common Stock are accepted for payment), Parent shall receive in exchange for the Issuer (cancellation of the Option an amount in each case, such person being referred cash equal to as the "Substitute Option Issuer"). (c) The Substitute Cash Consideration and if proper provision is so made the Option shall have the same terms as the Option, provided that, if the terms be cancelled. For purposes of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such term "Cash Consideration" means the number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) Option Shares multiplied by the number of shares of difference between (A) the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise closing market price of the Substitute Option per share of the Substitute Company Common Stock on the day immediately prior to the consummation of a Transaction and (B) the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option and the Purchase Price therefor shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; (iii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Company Common Stock by reason of a stock dividend, stock split, split-up, merger, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor shall thereof, will be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction transaction, so that Holder shall receive, Parent will receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Parent would have received in respect of Issuer Company Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If Subject to Section 1, and without limiting the parties' relative rights and obligations under the Merger Agreement, if any additional shares of Issuer Company Common Stock are issued after the date of this Agreement (other than pursuant to this Agreement or an event described in the first sentence of this Section 7(a6(a))) or if the number of outstanding shares of Company Common Stock is reduced, the number of shares of Issuer Company Common Stock subject to the Option shall will be adjusted so that, after such issuanceissuance or reduction, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, it equals 19.9% of the number of shares of Issuer Company Common Stock then issued and outstandingoutstanding after giving effect to such issuance or reduction as immediately prior to such issuance or reduction, in each case without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the foregoing, whenever the number of Option Shares purchasable upon exercise of the Option is adjusted as provided in this Section 6, the Exercise Price shall be adjusted by multiplying the Exercise Price by a fraction, the numerator of which is equal to the number of Option Shares purchasable prior to the adjustment and the denominator of which is equal to the number of Option Shares purchasable after the adjustment. (c) Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter the Company enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee Parent or one of its Subsidiariessubsidiaries, and Issuer shall the Company will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee Parent or one of its Subsidiariessubsidiaries, to merge into Issuer, and Issuer shall be the Company with the Company being the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Company Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer the Company or any other person or cash or any other property property, or the outstanding shares of Issuer Company Common Stock outstanding immediately prior to the consummation of such merger shall will, after such merger merger, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee Parent or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option")number and class of shares or other securities or property that Parent would have received in respect of Company Common Stock if the Option had been exercised in full with respect to all Option Shares then purchasable immediately prior to such consolidation, at the election of Granteemerger, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporationsale, or (z) in transfer, or the case of a merger described in clause (ii)record date therefor, the Issuer (in each caseas applicable, such person being referred to as the "Substitute Option Issuer")and make any other necessary adjustments. (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.99.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; (iii) to permit any person, other than Grantee or one of its the Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change changes in Issuer Common Stock by reason of a stock dividend, stock split, reverse stock split-up, merger, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, so that Holder Grantee shall receive, receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in with respect of to Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that the Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall will, after such merger represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions provision so that the Option 5 shall, upon the consummation of any such transaction and upon the terms and conditions condition set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable. (c) If, prior to the termination of the Option in accordance with Section 2, Issuer enters into any agreement (x) pursuant to which all outstanding shares of Issuer Common Stock are to be purchased for, or converted into the right to receive in whole or in part (other than in respect of fractional shares) cash or (y) with respect to any transaction described in clauses (i), (ii) and (iii) of Section 6(b) (each of (x) and (y), a "Substitute OptionTransaction"), at the election Issuer covenants that proper provision shall be made in such agreement to provide that, if the Option shall not theretofore have been exercised, then upon the consummation of Grantee, deemed granted by either the Transaction (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) which in the case of a merger described in clause (iiTransaction involving a tender offer shall be when shares of Issuer Common Stock are accepted for payment), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option Grantee shall have the same terms as the Optionright, provided thatat its election, if the terms by not less than two business days' prior written notice to Issuer, to receive in exchange for cancellation of the Substitute remaining Option cannot, for legal reasons, be identical an amount in cash equal to those the Spread. For purposes of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such term "Spread" means the number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) Option Shares multiplied by the number excess of shares (A) the closing sales price per share of the Issuer Common Stock for on the principal securities exchange or quotation system on which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which is then listed or traded, as reported by The Wall Street Journal, on the Option was theretofore exercisable and day immediately prior to the denominator is consummation of such Transaction, over (B) the number Purchase Price. Notwithstanding the foregoing, the amount of shares for which the Substitute Option is exercisableSpread, when added to any Termination Fee paid or payable to Grantee, shall not exceed $50 million. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In ----------------------------------------------- the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, merger, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor thereof, shall be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction transaction, so that Holder Grantee shall receive, receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If Subject to Section 1, and without limiting the parties' relative rights and obligations under the Merger Agreement, if any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a8(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, it equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall will, after such merger merger, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred with identical terms appropriately adjusted to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by acquire the number and class of shares stock or other securities or cash or other property that Grantee would have received in respect of the Issuer Common Stock for which if the Option was theretofore exercisablehad been exercised immediately prior to such consolidation, divided by merger, sale, or transfer, or the Average Price (record date therefor, as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable applicable, and the denominator is the number of shares for which the Substitute Option is exercisablemake any other necessary adjustments. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer CDnow Common Stock by reason of a stock dividend, stock split, split-up, merger, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor shall thereof, will be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction transaction, so that Holder shall receive, Time Warner and Sony will receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder they would have received in respect of Issuer CDnow Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If Subject to Section 1, and without limiting the parties' relative rights and obligations under the Merger Agreement, if any additional shares of Issuer CDnow Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a6(a))) or if the number of outstanding shares of CDnow Common Stock is reduced, then the number of shares of Issuer CDnow Common Stock subject to the Option shall will be adjusted so that, after such issuanceissuance or reduction, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, it equals 19.915% of the number of shares of Issuer CDnow Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter CDnow enters into an agreement (prior to termination of other than the Option pursuant to Section 3(aMerger Agreement) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, person and Issuer shall CDnow will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiaries, person to merge into Issuer, CDnow and Issuer shall CDnow will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer CDnow Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer CDnow or any other person or cash or any other property property, or the outstanding shares of Issuer CDnow Common Stock outstanding immediately prior to the consummation of such merger shall will, after such merger merger, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, person then, and in each such case, CDnow shall cause the agreement governing such transaction shall to make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Time Warner and Sony would have acquired in respect of CDnow Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale or transfer, or the record date therefor, as applicable, and make any other necessary adjustments. (c) If, at any time during the period commencing on a Purchase Event and ending on the termination of the Option in accordance with Section 2, Time Warner and Sony jointly send to CDnow an Exercise Notice indicating an election to exercise their right (the "Substitute OptionCash-Out Right") pursuant to this Section 6(c), at then CDnow shall pay to each of Time Warner and Sony on the election Option Closing Date, in exchange for the cancelation of Granteethe Option with respect to such number of Option Shares as Time Warner and Sony specify in the Exercise Notice, deemed granted an amount in cash equal to one half of such number of Option Shares multiplied by either the difference between (xi) the Acquiring Corporation average closing price, for the 10 trading days commencing on the 12th trading day immediately preceding the Notice Date, per share of CDnow Common Stock as reported on Nasdaq (or, if not listed on Nasdaq, as defined belowreported on any other national securities exchange or national securities quotation system on which the CDnow Common Stock is listed or quoted) and (ii) the Purchase Price. Notwithstanding the termination of the Option, Time Warner and Sony will be entitled to exercise their rights pursuant to this Section 6 if they have exercised such rights in accordance with this Section 6 prior to the termination of the Option. If, prior to the time at which the Cash-Out Right is exercised pursuant to this Section 6(c), Time Warner and Sony shall have received a Termination Fee pursuant to clause (A), (yB) any person that controls the Acquiring Corporation, or (zC) of Section 8.07(b) of the Merger Agreement, the number of Option Shares in respect of which the Cash-Out Right may be exercised shall be reduced to the extent necessary such that the amount of cash payable by CDnow under this Section 6(c), together with the aggregate amount of any Termination Fee previously received by Time Warner and Sony under Section 8.07(b) of the Merger Agreement, shall not exceed $25 million (in the case of a merger Termination Fee described in clause (iiA) of Section 8.07(b), the Issuer ) or $31 million (in each casethe case of a Termination Fee described in clause (B) or (C) of Section 8.07(b)). For the avoidance of doubt, such person being referred Time Warner and Sony shall continue to be entitled to purchase in accordance with Section 3 any Option Shares specified in the Exercise Notice in respect of which the Cash-Out Right may not be exercised as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms a result of the Substitute Option cannot, for legal reasons, be identical to those application of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Optionprevious sentence. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, dividend stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder Grantee shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, itthe Option, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that that, prior to the Termination Date, Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, and Issuer where Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shallthat, upon the consummation of any such transaction and upon the terms and conditions set forth herein, the Option, notwithstanding the fact that as of the date of consummation of such transaction the Termination Date shall have occurred, shall be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person entity being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasonsbecause of the applicability of any law or regulation, be identical to those of have the exact terms as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of each share of Substitute Common Stock subject to the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option and the Purchase Price therefor shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-then- holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change changes in Issuer Common Stock by reason of a stock dividend, reverse stock split, split-upmerger, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor shall therefor, will be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction transaction, so that Holder shall receive, Grantee will receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in with respect of to Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that the Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall will, after such merger represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions condition set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option")number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, at the election of Granteemerger, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporationsale, or (z) in transfer, or the case of a merger described in clause (ii)record date therefor, the Issuer (in each case, such person being referred to as the "Substitute Option Issuer")applicable and make any other necessary adjustments. (c) The Substitute If, at any time during the period commencing on the occurrence of an event as a result of which Grantee is entitled to receive the Company Termination Fee pursuant to Section 7.12 of the Merger Agreement (the "Purchase Event") and ending on the termination of the Option in accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right (the "Cash-Out- Right") pursuant to this Section 7(c), then Issuer shall have pay to Grantee, on the same terms Option Closing Date, in exchange for the cancellation of the Option with respect to such number of Option Shares as Grantee specifies in the OptionExercise Notice, provided thatan amount in cash equal to such number of Option Shares multiplied by the difference between (i) the average closing price for the 10 trading days commencing on the 12th Nasdaq trading day immediately preceding the Notice Date, per share of Issuer Common Stock as reported on the Nasdaq National Market (or, if not listed on the terms Nasdaq, as reported on any other national securities exchange or national securities quotation system on which the Issuer Common Stock is listed or quoted, as reported in The Wall Street Journal (Northeast edition), or, if not reported thereby, any other authoritative source) (the "Closing Price") and (ii) the Purchase Price, except that in no event shall the Issuer be required to pay to the Grantee pursuant to this Section 7(c) an amount exceeding the product of (x) $2.00 and (y) such number of Option Shares. Notwithstanding the Substitute Option cannot, for legal reasons, be identical to those termination of the Option, Grantee will be entitled to exercise its rights under this Section 7(c) if it has exercised such terms shall be as similar as possible and rights in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement accordance with the then-holder or holders terms hereof prior to the termination of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer the Company Common Stock by reason of a stock dividend, stock split, split-up, combination, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Exercise Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, so that Holder the Grantee shall receive, receive upon exercise of the Option, Option the same class and number and class of outstanding shares or other securities or property that Holder Grantee would have received in respect of Issuer the Company Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a6(a)), the number of shares of Issuer Company Common Stock then remaining subject to the Option shall be adjusted so that, after such issuanceissuance of additional shares, it, when added to the such number of shares of Issuer Common Stock previously then remaining subject to the Option, together with shares theretofore issued pursuant heretoto the Option, equals 19.915.0% of the number of shares of Issuer the Company Common Stock then issued and outstandingoutstanding shares of Company Common Stock; provided, without giving effect to any however, that the number of shares of the Company Common Stock subject to or issued pursuant the Option shall only be increased to the Optionextent the Company then has available authorized but unissued and unreserved shares of the Company Common Stock. (b) In If the event that Issuer Company shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with consolidate, exchange shares or merge into with any personPerson, other than the Grantee or one of its Subsidiariessubsidiaries, and Issuer and, in the case of a merger, shall not be the continuing or surviving corporation of such consolidation or merger; corporation, (ii) to permit any personPerson, other than the Grantee or one of its Subsidiaries, to merge into Issuer, the Company and Issuer the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Company Common Stock shall be changed into or exchanged for stock or other securities of Issuer the Company or any other person Person or cash or any other property property, or the outstanding shares of Issuer Company Common Stock stock outstanding immediately prior to before such merger shall after such merger represent less than 50% of the outstanding common shares and common share equivalents of the merged company; Company outstanding immediately after the merger or (iii) to permit any personsell, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell lease or otherwise transfer all or substantially all of its assets to any personPerson, other than the Grantee or one of its Subsidiaries, then, and in each such case, the proper provisions shall be made in the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted intobecome exercisable for the stock, securities, cash or exchanged forother property that would have been received by the Grantee if the Grantee had exercised this Option immediately prior to such transaction or the record date for determining stockholders entitled to participate therein, an option (the "Substitute Option"), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer")appropriate. (c) The Substitute Option provisions of Sections 7, 8, 9, 10 and 11 shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical apply with appropriate adjustments to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock any securities for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal becomes exercisable pursuant to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisablethis Section 6. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; (iii) to permit any person, other than Grantee or one of its the Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer the outstanding shares of Santa ▇▇ ▇▇▇▇▇▇ Common Stock by reason of a stock dividend, stock split, split-up, merger, consolidation, recapitalization, combination, conversion, exchange of shares shares, extraordinary or liquidating dividend or similar transactiontransaction which would have the effect of diluting the Grantee's rights hereunder, the type and number of shares or securities subject to purchasable upon the exercise of the Option and the Purchase Exercise Price therefor shall be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction transaction, so that Holder shall receive, the Grantee will receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option Shares had the Option been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an In no event described in the first sentence of this Section 7(a)), shall the number of shares of Issuer Santa ▇▇ ▇▇▇▇▇▇ Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals exceed 19.9% of the number of shares of Issuer Santa ▇▇ ▇▇▇▇▇▇ Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to outstanding at the Optiontime of exercise. (b) In Without limiting the event that Issuer foregoing, whenever the number of Option Shares purchasable upon exercise of the Option is adjusted as provided in this Section 3, the Exercise Price shall enter be adjusted by multiplying the Exercise Price by a fraction, the numerator of which is equal to the number of Option Shares purchasable prior to the adjustment and the denominator of which is equal to the number of Option Shares purchasable after the adjustment. (c) Without limiting the parties' relative rights and obligations under the Merger Agreement, if the Company enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to consummate a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its SubsidiariesBusiness Combination Transaction, then, and in each such case, the agreement governing such transaction shall will make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option")number and class of shares or other securities or property that Grantee would have received in respect of Option Shares had the Option been exercised immediately prior to such consolidation, at merger, sale or transfer or the election of Granteerecord date therefor, deemed granted by either (x) as applicable, and will make any other necessary adjustments and the Acquiring Corporation (Company shall take such steps in connection with such consolidation, merger, liquidation or other such transaction as defined below), (y) may be reasonably necessary to assure that the provisions hereof shall thereafter apply as nearly as possible to any person that controls the Acquiring Corporation, securities or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those property thereafter deliverable upon exercise of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer the Common Stock issued and outstanding by reason of a distribution, reclassification, stock dividend, split-up (including a reverse stock split), split-upcombination, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Exercise Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder the Grantee shall receive, receive upon exercise of the Option, Option the same class and number and class of outstanding shares or other securities or property that Holder Grantee would have received in respect upon exercise of Issuer Common Stock the Option if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In If the event that Issuer Company shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with consolidate, exchange shares or merge into with any person, other than Grantee or one and, in the case of its Subsidiariesa merger, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; corporation, (ii) to permit any person, other than Grantee or one of its Subsidiaries, person to merge into Issuer, the Company and Issuer the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer the Company or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to before such merger shall after such merger represent less than 50% of the outstanding common shares and common share equivalents of the merged company; Company outstanding immediately after the merger, or (iii) to permit any personsell, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell lease or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its SubsidiariesPerson, then, and in each such case, proper provision shall be made in the agreement governing such transaction shall make proper provisions transactions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted intobecome exercisable for the stock, securities, cash or exchanged forother property that would have been received by the Grantee upon exercise of the Option if the Grantee had exercised this Option immediately prior to such transaction or the record date for determining the stockholders entitled to participate therein, an option (the "Substitute Option"), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer")appropriate. (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms Grantee recognizes and understands that pursuant to Section 5 of the Substitute Shareholders Agreement, dated the date hereof, by and among the Company, the Grantee, Co-Investment Partners, L.P., Ontario Teachers Pension Plan Board and certain individuals, the exercise of this Option cannot, by the Grantee may require the Company to provide certain other stockholders with an opportunity to subscribe for legal reasons, be identical to those and purchase a ratable share of the Option, such terms shall be as similar as possible and in no event less advantageous to GranteeOption Shares. The Substitute Option Issuer shall also enter into an agreement with Grantee agrees that the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied which may be purchased by Grantee upon exercise hereof may be reduced by the number of shares purchased by other stockholders of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisableCompany exercising their rights under said Section 5. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option and the Purchase Price therefor shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; (iii) to permit any person, other than Grantee or one of its the Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer the Company Common Stock issued and outstanding by reason of a distribution, reclassification stock dividend, split-up (including a reverse stock split), split-upcombination, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Exercise Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder the Grantee shall receive, receive upon exercise of the Option, Option the same class and number and class of outstanding shares or other securities or property that Holder Grantee would have received in respect upon exercise of Issuer Common Stock the Option if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If Without limiting the parties' relative rights and obligations under the Merger Agreement, if any additional shares of Issuer Company Common Stock are issued after the date of this Option Agreement (other than pursuant to an event described in the first sentence of this Section 7(a6(a)), the number of shares of Issuer Company Common Stock then remaining subject to the Option shall be adjusted so that, after such issuanceissuance of additional shares, it, when added to the such number of shares of Issuer Common Stock previously then remaining subject to the Option, together with any shares theretofore issued pursuant heretoto the Option, equals 19.9% of the number of shares of Issuer Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the event that Issuer parties' relative rights and obligations under the Merger Agreement, if the Company shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with consolidate, exchange, shares or merge into with any personperson (as defined in the Merger Agreement), other than the Grantee or one of its Subsidiariesthe Grantee's subsidiaries, and Issuer and, in the case of a merger, shall not be the continuing or surviving corporation of such consolidation or merger; corporation, (ii) to permit any person, other than the Grantee or one of its Subsidiariesthe Grantee's subsidiaries, to merge into Issuer, the Company and Issuer the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Company Common Stock shall be changed into or exchanged for stock or other securities of Issuer the Company or any other person or cash or any other property property, or the outstanding shares of Issuer Company Common Stock outstanding immediately prior to before such merger shall after such merger represent less than 50% of the outstanding common shares and common share equivalents of the merged company; Company outstanding immediately after the merger, or (iii) to permit any personsell, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell lease or otherwise transfer all or substantially all of its assets to any personPerson, other than the Grantee or one of its Subsidiariesthe Grantee's subsidiaries, then, and in each such case, proper provision shall be made in the agreement governing such transaction shall make proper provisions transactions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted intobecome exercisable for the stock, securities, cash or exchanged forother property that would have been received by the Grantee upon exercise of the Option if the Grantee had exercised this Option immediately prior to such transaction or the record date for determining the stockholders entitled to participate therein, an option (the "Substitute Option"), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer")appropriate. (c) The Substitute provisions of Sections 7, 9 and 10 of this Option Agreement shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical apply with appropriate adjustments to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock any securities for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal becomes exercisable pursuant to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisablethis Section 6. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in the Issuer Common Stock by reason of a stock dividend, split-up, reverse stock split, split-upmerger, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor shall thereof, will be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction transaction, so that Holder shall receive, Grantee will receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If Subject to Section 1, and without limiting the parties' relative rights and obligations under the Merger Agreement, if any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a6(a)), the number of shares of Issuer Common Stock subject to the Option shall will be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals it equates 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall will, after such merger merger, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option")number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, at the election of Granteemerger, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporationsale, or (z) in transfer, or the case of a merger described in clause (ii)record date therefor, the Issuer (in each case, such person being referred to as the "Substitute Option Issuer")applicable and make any other necessary adjustments. (c) The Substitute Option shall Notwithstanding that the Issuer may at any such time not have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of sufficient authorized shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable or may not have authorized and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:designated the

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Parent Stock by reason of a stock dividend, stock split, split-up, merger, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, so that Holder the Company shall receive, receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder the Company would have received in respect of Issuer Common Parent Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter Parent enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee the Company or one of its Subsidiariessubsidiaries, and Issuer Parent shall not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee the Company or one of its Subsidiariessubsidiaries, to merge into Issuer, or consolidate with Parent and Issuer Parent shall be the continuing or surviving corporation, but, but in connection with such mergermerger or consolidation, the then outstanding shares of Issuer Common Parent Stock outstanding immediately prior to the consummation of such merger or consolidation shall be changed into or exchanged for stock or other securities of Issuer Parent or any other person or cash or any other property property, or the outstanding shares of Issuer Common Parent Stock outstanding immediately prior to the consummation of such merger shall or consolidation shall, after such merger or consolidation, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged or consolidated company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee the Company or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions provision so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities, cash or property that the Company would have received in respect of Parent Stock if the Option had been exercised immediately prior to such consolidation, merger, sale or transfer, or the record date therefor, as applicable. (c) If, prior to the termination of the Option in accordance with Section 2, Parent enters into any agreement (x) pursuant to which all outstanding shares of Parent Stock are to be purchased for, or converted into the right to receive in whole or in part (other than in respect of fractional shares) cash or (y) with respect to any transaction described in clauses (i), (ii) and (iii) of paragraph (b) (each of (x) and (y), a "Substitute OptionTransaction"), at Parent covenants that proper provision shall be made in such agreement to provide that, if the election Option shall not theretofore have been exercised, then upon the consummation of Grantee, deemed granted by either the Transaction (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) which in the case of a merger described in clause (iiTransaction involving a tender offer shall be when shares of Parent Stock are accepted for payment), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option Company shall have the same terms as right, at its election, by not less than two business days' prior written notice to Parent, to receive in exchange for the Option, provided that, if the terms cancellation of the Substitute Option cannot, for legal reasons, be identical an amount in cash equal to those the Spread. For purposes of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such term "Spread" means the number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) Option Shares multiplied by the number excess of shares (A) the higher of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise closing sales price of the Substitute Option per share of Parent Stock on the Substitute Common principal securities exchange or quotation system on which the Parent Stock is then listed or traded, as reported by The Wall Street Journal, on the day (i) the "Substitute average of the closing prices of the shares of Parent Stock as reported by The Wall Street Journal over the ten-trading day period beginning on the trading day immediately following the announcement of such agreement or (ii) the average of the closing prices of the shares of Parent Stock as reported by The Wall Street Journal over the ten-trading day period ending on the trading day immediately prior to the consummation of such Transaction, over (B) the Purchase Price") shall then be equal . Notwithstanding the foregoing, the amount of the Spread, when added to any Parent Termination Fee paid or payable to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisableCompany, shall not exceed $175 million. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets Assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of GranteeHolder, deemed granted by of either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to GranteeHolder. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders each Holder of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer the Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing any such transaction transaction, so that Holder FirstMerit shall receive, receive upon exercise of the Option, Option the number and class of shares or shares, other securities or property that Holder FirstMerit would have received in respect of Issuer Common Stock the Option Shares if the Option had been exercised and the Option Shares had been issued to FirstMerit immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter Signal enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, person (other than Grantee FirstMerit or one any subsidiary of its SubsidiariesFirstMerit), and Issuer Signal shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) pursuant to permit which any person, person (other than Grantee FirstMerit or one any subsidiary of its Subsidiaries, to FirstMerit) shall merge into IssuerSignal, and Issuer Signal shall be the continuing or surviving corporation, but, in connection with such merger, the then but outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock stock, other securities, property, or other securities cash, or (iii) to sell, lease, or otherwise transfer assets of Issuer Signal or any other person of its subsidiaries, in one or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less more transactions, representing more than 50% of the outstanding shares consolidated assets or earning power of Signal and share equivalents of the merged company; its subsidiaries to any person (iii) to permit any person, other than Grantee FirstMerit or one any subsidiary of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its SubsidiariesFirstMerit), then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted intoFirstMerit may, or exchanged forin its discretion, an option (convert the "Substitute Option")Option into the right to receive, at the election of GranteeFirstMerit, deemed granted by either (x) from the Acquiring Corporation (as defined below), (y) or from any person that controls the Acquiring Corporation, or (z) Signal in the case of a merger described in clause (ii), the Issuer (number and class of shares, other securities or property that FirstMerit would have received in each caserespect of the Option Shares if the Option had been exercised and the Option Shares had been issued to FirstMerit immediately prior to the consummation of such transaction, such person being referred the distribution of the proceeds thereof to Signal's stockholders, or the record date therefor, as the "Substitute Option Issuer")applicable. (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms For purposes of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, "Acquiring Corporation" means (i) the continuing or surviving corporation in a merger or consolidation involving Signal in which agreement shall be applicable to Signal is not the Substitute Option. continuing or surviving corporation, (dii) The Substitute Option shall be exercisable for such number Signal in a merger in which Signal is the continuing or surviving corporation in a transaction described in Section 7(b)(ii), and (iii) the transferee of shares more than 50% of the Substitute Common Stock (as hereinafter defined) as is equal consolidated assets or earning power of Signal and its subsidiaries. The provisions of Sections 7 through 12 shall apply with appropriate adjustments to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock any securities for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal becomes exercisable pursuant to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisablethis Section 7. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event ----------------------------------------------- of any change in Issuer the Common Stock Shares by reason of a stock dividend, stock split, split-up, merger, recapitalization, combination, exchange of shares shares, extraordinary distribution or similar transaction, the type and number of shares shares, securities or securities other property subject to the Option Option, and the Purchase Price therefor Price, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, so that Holder shall receive, Parent will receive upon exercise of the Option, Option the number and class of shares shares, securities or other securities or property that Holder Parent would have received and/or retained in respect of Issuer Common Stock Shares if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence The provisions of this Section 7(a))6(a) shall apply in a like manner to successive stock dividends, the number split-ups, mergers, recapitalizations, combinations, exchanges of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Optionextraordinary distributions and similar transactions. (b) In the event that Issuer shall enter Company enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee Parent or one of its Subsidiaries, and Issuer shall Company will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee Parent or one of its Subsidiaries, to consolidate with or merge into Issuer, Company and Issuer shall Company will be the continuing or surviving corporation, but, but in connection with such consolidation or merger, the then Common Shares outstanding shares immediately prior to the consummation of Issuer Common Stock shall such consolidation or merger will be changed into or exchanged for stock or other securities of Issuer Company or any other person or cash or any other property property, or the Common Shares outstanding shares of Issuer Common Stock immediately prior to the consummation of such consolidation or merger shall will, after such merger consolidation or merger, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; continuing or surviving corporation, or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee Parent or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions provision so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the a "Substitute Option")) with identical terms appropriately adjusted to acquire the number and class of shares, at securities or other property that Parent would have received and/or retained in respect of Common Shares if the election Option had been exercised immediately prior to such consolidation, merger, sale or transfer or the record date therefor, as applicable. The provisions of Grantee, deemed granted this Section 6(b) shall apply in a like manner to successive agreements entered into by either (x) Company of the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) types described in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer")immediately preceding sentence. (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock the Shares by reason of a stock dividend, stock split, split-up, combination, reclassification, recapitalization, combination, exchange of shares shares, dividend, dividend payable in any other securities or similar transactionevent, the type and number of shares Shares or securities subject to the Option Option, and the Purchase Exercise Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, so that Holder Grantee shall receive, receive upon exercise of the Option, Option the same class and number and class of outstanding shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock the Shares if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. . (b) If any additional shares of Issuer Common Stock Shares are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)3(a) above), the number of shares of Issuer Common Stock Shares then remaining subject to the Option shall be adjusted so that, after such issuanceissuance of additional Shares, it, when added such number of Shares then remaining subject to the number of Option, together with shares of Issuer Common Stock previously theretofore issued pursuant heretoto the Option, equals 19.9% of the number of shares of Issuer Common Stock Shares then issued and outstanding, . In no event shall the number of Option Shares exceed 19.9% of the number of Shares issued and outstanding at the time of exercise (without giving effect to the issuance of any shares Shares subject to or issued pursuant to the Option). (bc) In To the extent any of the provisions of this Agreement apply to the Exercise Price, they shall be deemed to refer to the Exercise Price as adjusted pursuant to this Section 3. (d) Without limiting the foregoing, whenever the number of Option Shares purchasable upon exercise of the Option is adjusted as provided in this Section 3, the Exercise Price per Option Share shall be adjusted by multiplying the Exercise Price by a fraction, the numerator of which is equal to the number of Option Shares purchasable prior to the adjustment and the denominator of which is equal to the number of Option Shares purchasable after the adjustment. (e) Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter the Company enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall the Company will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any personPerson, other than Grantee or one of its Subsidiaries, to merge into Issuer, the Company and Issuer shall the Company will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer the Company or any other person Person or cash or any other property property, or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any personPerson, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option")number and class of shares or other securities or property that Grantee would have received in respect of Option Shares had the Option been exercised immediately prior to such consolidation, at merger, sale or transfer or the election of Granteerecord date therefor, deemed granted by either (x) as applicable. The Company shall take such steps in connection with such consolidation, merger, liquidation or other such transaction as may be reasonably necessary to assure that the Acquiring Corporation (provisions hereof shall thereafter apply as defined below), (y) nearly as possible to any person that controls the Acquiring Corporation, securities or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those property thereafter deliverable upon exercise of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, if any, so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)) or pursuant to this Option), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9shall not exceed the lesser of (i) 8.2% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the OptionOption and (ii) that minimum number of shares of Issuer Common Stock which when aggregated with any other shares of Issuer Common Stock beneficially owned by Grantee or any Affiliate thereof would cause the provisions of any Takeover Laws of the NCBCA to be applicable to the Merger. (b) In the event that Issuer shall enter into in an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets Assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (x) the Acquiring Corporation (as defined below), ) or (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer Corporation (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, if any, so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)) or pursuant to this Option), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals shall not exceed the lesser of (i) 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the OptionOption and (ii) that minimum number of shares of Issuer Common Stock which when aggregated with any other shares of Issuer Common Stock beneficially owned by Grantee or any Affiliate thereof would cause the provisions of any Takeover Laws of the ABCA to be applicable to the Merger. (b) In the event that Issuer shall enter into in an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets Assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (x) the Acquiring Corporation (as defined below), ) or (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer Corporation (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer the Company Common Stock by reason of a stock dividend, stock splitdivided, split-up, combination, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Exercise Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, so that Holder the Grantee shall receive, receive upon exercise of the Option, Option the same class and number and class of outstanding shares or other securities or property that Holder Grantee would have received in respect of Issuer the Company Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Company Common Stock are issued after the date of this Option Agreement (other than pursuant to an event described in the first sentence of this Section 7(a6(a)), the number of shares of Issuer Company Common Stock then remaining subject to the Option shall be adjusted so that, after such issuanceissuance of additional shares, it, when added to the such number of shares of Issuer Common Stock previously then remaining subject to the Option, together with any shares theretofore issued pursuant heretoto the Option, equals 19.910% of the number of shares of Issuer the Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In If the event that Issuer Company shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with consolidate, exchange, shares or merge into with any personPerson, other than the Grantee or one of its Subsidiariesthe Grantee's subsidiaries, and Issuer and, in the case of a merger, shall not be the continuing or surviving corporation of such consolidation or merger; corporation, (ii) to permit any personPerson, other than the Grantee or one of its Subsidiariesthe Grantee's subsidiaries, to merge into Issuer, the Company and Issuer the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Company Common Stock shall be changed into or exchanged for stock or other securities of Issuer the Company or any other person Person or cash or any other property property, or the outstanding shares of Issuer Company Common Stock outstanding immediately prior to before such merger shall after such merger represent less than 50% of the outstanding common shares and common share equivalents of the merged company; Company outstanding immediately after the merger, or (iii) to permit any personsell, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell lease or otherwise transfer all or substantially all of its assets to any personPerson, other than the Grantee or one of its Subsidiariesthe Grantee's subsidiaries, then, and in each such case, proper provision shall be made in the agreement governing such transaction shall make proper provisions transactions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted intobecome exercisable for the stock, securities, cash or exchanged forother property that would have been received by the Grantee if the Grantee had exercised this Option immediately prior to such transaction or the record date for determining the stockholders entitled to participate therein, an option (the "Substitute Option"), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer")appropriate. (c) The Substitute Option provisions of Section 7 shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical apply with appropriate adjustments to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock any securities for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal becomes exercisable pursuant to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisablethis Section 6. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then then-outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, Holder shall receive for each Option Share with respect to which the Option has not been exercised an option (the "Substitute Option"), at the election amount of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) consideration in the case form of a merger described and equal to the per share amount of consideration that would be received by the holder of one share of Issuer Common Stock less the Purchase Price (and, in clause (ii)the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Issuer Common Stock, subject to the Issuer (in each caseforegoing, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option proper provision shall be made so that Holder would have the same terms election or similar rights as would the Option, provided that, if the terms holder of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore is then exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (ec) The following terms have Issuer shall not enter into any agreement of the meanings indicated:type described in Section 7(b) unless the other party thereto consents to provide the funding required for Issuer to pay the Section 8 Repurchase Consideration.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer the Company Common Stock by reason of a stock dividend, stock splitdivided, split-up, combination, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Exercise Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, so that Holder the Grantee shall receive, receive upon exercise of the Option, Option the same class and number and class of outstanding shares or other securities or property that Holder Grantee would have received in respect of Issuer the Company Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Company Common Stock are issued after the date of this Option Agreement (other than pursuant to an event described in the first sentence of this Section 7(a6(a)), the number of shares of Issuer Company Common Stock then remaining subject to the Option shall be adjusted so that, after such issuanceissuance of additional shares, it, when added to the such number of shares of Issuer Common Stock previously then remaining subject to the Option, together with any shares theretofore issued pursuant heretoto the Option, equals 19.9% of the number of shares of Issuer the Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In If the event that Issuer Company shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with consolidate, exchange, shares or merge into with any personPerson, other than the Grantee or one of its Subsidiariesthe Grantee's subsidiaries, and Issuer and, in the case of a merger, shall not be the continuing or surviving corporation of such consolidation or merger; corporation, (ii) to permit any personPerson, other than the Grantee or one of its Subsidiariesthe Grantee's subsidiaries, to merge into Issuer, the Company and Issuer the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Company Common Stock shall be changed into or exchanged for stock or other securities of Issuer the Company or any other person Person or cash or any other property property, or the outstanding shares of Issuer Company Common Stock outstanding immediately prior to before such merger shall after such merger represent less than 50% of the outstanding common shares and common share equivalents of the merged company; Company outstanding immediately after the merger, or (iii) to permit any personsell, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell lease or otherwise transfer all or substantially all of its assets to any personPerson, other than the Grantee or one of its Subsidiariesthe Grantee's subsidiaries, then, and in each such case, proper provision shall be made in the agreement governing such transaction shall make proper provisions transactions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted intobecome exercisable for the stock, securities, cash or exchanged forother property that would have been received by the Grantee if the Grantee had exercised this Option immediately prior to such transaction or the record date for determining the stockholders entitled to participate therein, an option (the "Substitute Option"), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer")appropriate. (c) The Substitute Option provisions of Sections 7, 8 and 9 shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical apply with appropriate adjustments to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock any securities for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal becomes exercisable pursuant to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisablethis Section 6. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option and the Purchase Price therefor shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a) or pursuant to the conversion of any shares of Issuer's Cumulative Convertible Preferred Stock, Series A, par value $1.00 per share ("Issuer Preferred Stock")), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding plus the number of shares of Issuer Common Stock issuable upon conversion of all shares of Issuer Preferred Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option and the Purchase Price therefor shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Company Stock by reason of a stock dividend, stock split, split-up, merger, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, so that Holder Parent shall receive, receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Parent would have received in respect of Issuer Common Company Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter the Company enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee Parent or one of its Subsidiariessubsidiaries, and Issuer the Company shall not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee Parent or one of its Subsidiariessubsidiaries, to merge into Issuer, or consolidate with the Company and Issuer the Company shall be the continuing or surviving corporation, but, but in connection with such mergermerger or consolidation, the then outstanding shares of Issuer Common Company Stock outstanding immediately prior to the consummation of such merger or consolidation shall be changed into or exchanged for stock or other securities of Issuer the Company or any other person or cash or any other property property, or the outstanding shares of Issuer Common Company Stock outstanding immediately prior to the consummation of such merger shall or consolidation shall, after such merger or consolidation, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged or consolidated company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee Parent or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions provision so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities, cash or property that Parent would have received in respect of Company Stock if the Option had been exercised immediately prior to such consolidation, merger, sale or transfer, or the record date therefor, as applicable. (c) If, prior to the termination of the Option in accordance with Section 2, the Company enters into any agreement (x) pursuant to which all outstanding shares of Company Stock are to be purchased for, or converted into the right to receive in whole or in part (other than in respect of fractional shares) cash or (y) with respect to any transaction described in clauses (i), (ii) and (iii) of paragraph (b) (each of (x) and (y), a "Substitute OptionTransaction"), at the election Company covenants that proper provision shall be made in such agreement to provide that, if the Option shall not theretofore have been exercised, then upon the consummation of Grantee, deemed granted by either the Transaction (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) which in the case of a merger described in clause (iiTransaction involving a tender offer shall be when shares of Company Stock are accepted for payment), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option Parent shall have the same terms as right, at its election, by not less than two business days' prior written notice to the OptionCompany, provided that, if to receive in exchange for the terms cancellation of the Substitute Option cannot, for legal reasons, be identical an amount in cash equal to those the Spread. For purposes of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such term "Spread" means the number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) Option Shares multiplied by the number excess of shares (A) the higher of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise closing sales price of the Substitute Option per share of Company Stock on the Substitute Common principal securities exchange or quotation system on which the Company Stock is then listed or traded, as reported by The Wall Street Journal, on the day (i) the "Substitute average of the closing prices of the shares of Company Stock as reported by The Wall Street Journal over the ten-trading day period beginning on the trading day immediately following the announcement of such agreement or (ii) the average of the closing prices of the shares of Company Stock as reported by The Wall Street Journal over the ten-trading day period ending on the trading day immediately prior to the consummation of such Transaction, over (B) the Purchase Price") shall then be equal to . Notwithstanding the Purchase Price multiplied by a fraction in which foregoing, the numerator is the number of shares amount of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisableSpread, when added to any Company Termination Fee paid or payable to Parent, shall not exceed $175 million. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in the Issuer Common Stock by reason of a stock dividend, split-up, reverse stock split, split-upmerger, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor shall thereof, will be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction transaction, so that Holder shall receive, Grantee will receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If Subject to Section 1, and without limiting the parties' relative rights and obligations under the Merger Agreement, if any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall will be adjusted so that, after such issuance, it, when added to it equates the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the OptionMaximum Applicable Percentage. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall will, after such merger merger, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option")number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, at the election of Granteemerger, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporationsale, or (z) in transfer, or the case of a merger described in clause (ii)record date therefor, the Issuer (in each caseas applicable, such person being referred to as the "Substitute Option Issuer")and make any other necessary adjustments. (c) The Substitute Option shall have If, at any time during the same terms as period commencing on a Purchase Event and ending on the Option, provided that, if the terms termination of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:the

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-split- up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)) or pursuant to this Option), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into in an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets Assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change changes in Issuer Common Stock by reason of a stock dividend, stock split, reverse stock split-up, stock issuance, merger, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or of securities subject to the Option Option, and the Purchase Exercise Price therefor shall therefor, will be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction transaction, so that Holder shall receive, Grantee will receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in with respect of to Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall will, after such merger merger, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions condition set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option")number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option has been exercised immediately prior to such consolidation, at the election of Granteemerger, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporationsale, or (z) in transfer, or the case of a merger described in clause (ii)record date therefor, the Issuer (in each case, such person being referred to as the "Substitute Option Issuer")applicable and make any necessary adjustments. (c) The Substitute Option shall have If, at any time during the same terms as period commencing on the Option, provided that, if occurrence of a Payment Event and ending on the terms termination of the Substitute Option cannotin accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right (the "Cash-Out- Right") pursuant to this Section 7(c) then Issuer shall pay to Grantee, on the Option Closing Date, in exchange for legal reasons, be identical to those the cancellation of the Option, such terms shall be as similar as possible and in no event less advantageous Option with respect to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of Option Shares as Grantee specifies in the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisableExercise Notice, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock an amount in cash (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:Cash-Out-

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, if any, so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)) or pursuant to this Option), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals shall not exceed the lesser of (i) 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option and (ii) that minimum number of shares of Issuer Common Stock, which when aggregated with any other shares of Issuer Common Stock beneficially owned by Grantee or any Affiliate thereof would cause the provisions of any Takeover Laws of the IBCL to be applicable to the Merger or the Option. (b) In the event that Issuer shall enter into in an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or and the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (x) the Acquiring Corporation (as defined below), ) or (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer Corporation (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-then holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price Price, multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing documentation pertaining to such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than whether upon exercise of stock options or otherwise but excluding any issuance pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the such number of shares, together with any shares of Issuer Common Stock previously issued pursuant hereto, equals nineteen and nine-tenths percent (19.9% %) of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option (with any fractional share being rounded up to the next full share). Issuer agrees that in no event shall the number of shares of Issuer Common Stock issued after the date of this Agreement pursuant to the preceding sentence, together with the number of shares of Issuer Common Stock subject to the Option, adjusted as aforesaid, exceed the number of available authorized but unissued and unreserved shares of Issuer Common Stock. Nothing contained in this Section 7(a) or elsewhere in this Agreement shall be deemed to authorize Issuer to issue shares in breach of any provision of the Reorganization Agreement. (b) In the event that Issuer shall shall, prior to the occurrence of an event set forth in Section 3(a) terminating the Holder's right to exercise the Option, enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than fifty percent (50% %) of the outstanding shares and share equivalents of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its consolidated assets or deposit liabilities to any person, person other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the the, election of Grantee, deemed granted by of either (xA) the Acquiring Corporation (as defined below), (yB) any person that controls the Acquiring Corporation, (such person being referred to as the "Substitute Option Issuer"), or (zC) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, that if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-then holder or holders of the Substitute Option in substantially the same form as this Agreement (after giving effect for such purposes to the provisions of this Agreement), which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as is hereinafter defined) as is equal to the Assigned Value (as is hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as is hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares of the Substitute Common Stock for which the Substitute Option is exercisable. (e) The As used herein, the following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, merger, recapitalization, combination, exchange of shares shares, or similar or other transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, so that Holder Grantee shall receive, receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If Subject to Section 1, and without limiting the parties' relative rights and obligations under the Merger Agreement, if any additional shares of Issuer Common Stock are issued or cease to be 6 issued and outstanding after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuanceissuance or ceasing to be issued and outstanding, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, it equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall shall, after such merger merger, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions provision so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option"), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible number and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number class of shares or other securities or property that Grantee would have received in respect of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which if the Option was theretofore exercisablehad been exercised immediately prior to such consolidation, divided by merger, sale, or transfer, or the Average Price (record date therefor, as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisableapplicable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, if any, so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)) or pursuant to this Option), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals shall not exceed the lesser of (i) 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the OptionOption and (ii) that minimum number of shares of Issuer Common Stock which when aggregated with any other shares of Issuer Common Stock beneficially owned by Grantee or any Affiliate thereof would cause the provisions of any Takeover Laws of the DGCL to be applicable to the Merger. (b) In the event that prior to the termination of this Agreement, Issuer shall enter into in an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the then outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets and its Subsidiaries' Assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (x) the Acquiring Corporation (as defined below), ) or (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer Corporation (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was immediately theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was immediately theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event (i) of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transactiontransaction or (ii) that any Rights issued by Issuer shall become exercisable, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and and, in the case of any of the transactions described in clause (i) above, proper provision shall be made in the agreements governing such transaction so that Holder Grantee shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock or any shares of Class B Common Stock, par value $.01 per share, of Grantee (the "Class B Common Stock") are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, itthe Option, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the total number of shares of Issuer Common Stock and Class B Common Stock then issued and outstanding, without giving effect to any shares subject to or previously issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock and Class B Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock and Class B Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by either of any of (xI) the Acquiring Corporation (as defined below), (yII) any person that controls the Acquiring Corporation, Corporation or (zIII) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, that if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-then holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares of the Substitute Common Stock for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change changes in Issuer Common Stock by reason of a stock dividend, reverse stock split, split-upmerger, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor shall therefor, will be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction transaction, so that Holder shall receive, Grantee will receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in with respect of to Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (bi) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that the Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall will, after such merger represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions condition set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments. (ii) If, at any time during the period commencing on the occurrence of an event as a result of which Grantee is entitled to receive the Company Termination Fee pursuant to Section 7.12 of the Merger Agreement (the "Substitute OptionPurchase Event") and ending on the termination of the Option in accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right (the "Cash-Out-Right") pursuant to this Section 7(c), at the election of then Issuer shall pay to Grantee, deemed granted on the Option Closing Date, in exchange for the cancellation of the Option with respect to such number of Option Shares as Grantee specifies in the Exercise Notice, an amount in cash equal to such number of Option Shares multiplied by either the difference between (i) the average closing price for the 10 trading days commencing on the 12th Nasdaq trading day immediately preceding the Notice Date, per share of Issuer Common Stock as reported on the Nasdaq National Market (or, if not listed on the Nasdaq, as reported on any other national securities exchange or national securities quotation system on which the Issuer Common Stock is listed or quoted, as reported in The Wall Street Journal (Northeast edition), or, if not reported thereby, any other authoritative source) (the "Closing Price") and (ii) the Purchase Price, except that in no event shall the Issuer be required to pay to the Grantee pursuant to this Section 7(c) an amount exceeding the product of (x) the Acquiring Corporation (as defined below), $2.00 and (y) any person that controls such number of Option Shares. Notwithstanding the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those termination of the Option, Grantee will be entitled to exercise its rights under this Section 7(c) if it has exercised such terms shall be as similar as possible and rights in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement accordance with the then-holder or holders terms hereof prior to the termination of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, if any, so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option.prior (b) In the event that Issuer shall enter into in an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets Assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (x) the Acquiring Corporation (as defined below), ) or (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer Corporation (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets Assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, Holder shall receive for each Option Share with respect to which the Option has not been exercised an option (the "Substitute Option"), at the election amount of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) consideration in the case form of a merger described and equal to the per share amount of consideration that would be received by the holder of one share of Issuer Common Stock less the Purchase Price (and, in clause (ii)the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Issuer Common Stock, subject to the Issuer (in each caseforegoing, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option proper provision shall be made so that Holder would have the same terms election or similar rights as would the Option, provided that, if the terms holder of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore is then exercisable, divided by ). (c) Issuer shall give Grantee at least ten days' prior written notice before setting the Average Price (as hereinafter defined). The exercise price record date for determining the holders of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number record of shares of the Issuer Company Common Stock for which entitled to notice of, or to vote on, any matter, to receive any dividend or distribution or to participate in any rights offering or make any election or any other matter, or to receive any other benefit or right, with respect to shares of Company Common Stock. Any failure to give any such notice, however, shall not affect the Option was theretofore exercisable and the denominator is the number legality or validity of shares for which the Substitute Option is exercisableany such action. (ed) The following terms have Issuer shall not enter into any transaction described in subsection (b) of this Section 7 unless the meanings indicated:other party thereto assumes in writing all the obligations of Issuer hereunder and take all other actions that may be necessary so that the provisions of this Section 7

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, merger, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Exercise Price therefor shall thereof, will be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction transaction, so that Holder shall receive, Shareholder will receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Shareholder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to before such event, event or the record date therefor, as applicable. If Subject to Section 1, and without limiting the parties' relative rights and obligations under the Merger Agreement, if any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to this Agreement or an event described in the first sentence of this Section 7(a6(a))) or if the number of outstanding shares of Issuer Common Stock is reduced, the number of shares of Issuer Common Stock subject to the Option shall will be adjusted so that, after such issuanceissuance or reduction, it, when added to it equals the same percentage of the aggregate number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstandingoutstanding after giving effect to such issuance or reduction as immediately before such issuance or reduction, in each case without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee Shareholder or one of its Subsidiariessubsidiaries, and Issuer shall will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee Shareholder or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock shall outstanding immediately before the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to before the consummation of such merger shall will, after such merger merger, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee Shareholder or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option"), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible number and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number class of shares or other securities or property that Shareholder would have received in respect of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which if the Option was theretofore exercisablehad been exercised in full with respect to all Option Shares then purchasable immediately before such consolidation, divided by merger, sale, or transfer, or the Average Price (record date therefor, as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable applicable, and the denominator is the number of shares for which the Substitute Option is exercisablemake any other necessary adjustments. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, if any, so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option.Holder (b) In the event that Issuer shall enter into in an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or and the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (x) the Acquiring Corporation (as defined below), ) or (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer Corporation (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-then holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price Price, multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:: (i) "Acquiring Corporation" shall mean (x) the continuing or surviving corporation of a consolidation or merger with Issuer (if other than Issuer), (y) Issuer in a merger in which Issuer is the continuing or surviving person, and (z) the transferee of all or any substantial part of the Issuer's assets (or the assets of its Subsidiaries).

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, dividend stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder Grantee shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, itthe Option, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option; provided, the number of shares of Issuer Common Stock subject to the Option following such adjustment shall remain subject to the limitations set forth in 3(f) above. (b) In the event that that, prior to the Termination Date, Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, and Issuer where Issuer shall be the continuing or surviving corporation, but, in connection with such merger, (A) the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or (B) the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shallthat, upon the consummation of any such transaction and upon the terms and conditions set forth herein, the Option, notwithstanding the fact that as of the date of consummation of such transaction the Termination Date shall have occurred, shall be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person entity being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the OptionOption (including without limitation, the limitations set forth in Section 3(f) above), provided that, if the terms of the Substitute Option cannot, for legal reasonsbecause of the applicability of any law or regulation, be identical to those of have the exact terms as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of each share of Substitute Common Stock subject to the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, merger, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor shall thereof, will be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction transaction, so that Holder shall receive, Grantee will receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional Without limiting the parties' relative rights and obligations under the Merger Agreement, if the number of outstanding shares of Issuer Common Stock are issued increases or decreases after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a6(a)), the number of shares of Issuer Common Stock subject to the Option shall will be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, that it equals 19.910.1% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the event that parties' relative rights and obligations under the Merger Agreement, if Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:the

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then then-outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, Holder shall receive for each Option Share with respect to which the Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be converted intoreceived by the holder of one share of Issuer Common Stock less the Purchase Price (and, in the event of an election or exchanged forsimilar arrangement with respect to the type of consideration to be received by the holders of Issuer Common Stock, an option subject to the foregoing, proper provision shall be made so that Holder would have the same election or similar rights as would the holder of the number of shares of Issuer Common Stock for which the Option is then exercisable) (such consideration, the "Substitute Option"), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option IssuerConsideration"). (c) The Substitute Option Issuer shall have the same terms as the Option, provided that, if the terms not enter into any agreement of the Substitute Option cannot, type described in Section 7(b) unless the other party thereto consents to provide the funding required for legal reasons, be identical Issuer to those of pay the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute OptionSection 8 Repurchase Consideration. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In If the event outstanding shares of any change in Issuer Company Common Stock are changed into a different number or class of shares by reason of a any stock split, division or subdivision of shares, stock dividend, reverse stock split, split-upreclassification, recapitalization, combination, exchange of shares recapitalization or other similar transaction, then the type and number of shares or securities subject to the Option Option, the applicable Exercise Price, the Designated Price (as defined in Section 7(c)) and the Purchase Price therefor other numbers and dollar amounts referred to in this Option Agreement shall be adjusted appropriately, and the Company shall ensure that proper provision shall be is made in the agreements and other documents governing such transaction so that Holder the Grantee shall receive, receive upon exercise of the Option, Option the same class and number and class of outstanding shares or other securities or property that Holder the Grantee would have received in respect of Issuer the Company Common Stock if the Option had been exercised immediately prior to such event, transaction or the record date thereforfor determining stockholders entitled to participate in such transaction, as applicable. If any additional shares of Issuer Company Common Stock are issued after the date of this Option Agreement (other than pursuant to an event a transaction described in the first sentence of this Section 7(a6(a)), then the number of shares of Issuer Company Common Stock then remaining subject to the Option shall be adjusted so that, after such issuance, it, when added increased to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals by which (i) 19.9% of the number of shares of Issuer Company Common Stock then outstanding after the issuance of such additional shares exceeds (ii) the number of shares (adjusted in accordance with the first sentence of this Section 6(a)) previously issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Grantee upon exercise of the Option. (b) In If the event that Issuer Company shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with consolidate, exchange shares or merge into with any personPerson, other than the Grantee or one of its Subsidiariesthe Grantee's subsidiaries, and Issuer and, in the case of a merger, shall not be the continuing or surviving corporation of such consolidation or merger; corporation, (ii) to permit any personPerson, other than the Grantee or one of its Subsidiariesthe Grantee's subsidiaries, to merge into Issuer, the Company and Issuer the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Company Common Stock shall be changed into or exchanged for stock or other securities of Issuer the Company or any other person Person or cash or any other property property, or the outstanding shares of Issuer Company Common Stock outstanding immediately prior to before such merger shall after such merger represent less than 50% of the outstanding common shares and common share equivalents of the merged company; Company outstanding immediately after the merger, or (iii) to permit any personsell, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell lease or otherwise transfer all or substantially all of its assets to any personPerson, other than the Grantee or one of its Subsidiariesthe Grantee's subsidiaries, then, and in each such case, the agreement Company shall ensure that proper provision is made in the agreements and other documents governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction, become exercisable for the stock, securities, cash or other property that would have been received by the Grantee if the Grantee had exercised the Option immediately prior to such transaction and upon or the terms and conditions set forth hereinrecord date for determining the stockholders entitled to participate in such transaction, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer")appropriate. (c) The Substitute Option provisions of Sections 7 and 8 shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical apply (with appropriate adjustments) to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock any securities for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal becomes exercisable pursuant to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisablethis Section 6. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event (i) of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transactiontransaction or (ii) that any Rights issued by Issuer shall become exercisable, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and and, in the case of any of the transactions described in clause (i) above, proper provision shall be made in the agreements governing such transaction so that Holder Grantee shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)7 (a), the number of shares of Issuer Common Stock subject to the Option option shall be adjusted so that, after such issuance, itthe Option, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or Previously issued pursuant to the Optionoption. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (xI) the Acquiring Corporation (as defined below), (yII) any person that controls the Acquiring Corporation, or (zIII) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided thatprovided, that if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer ANNEX B shall also enter into an agreement with the then-then holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares of the Substitute Common Stock for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event (i) of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transactiontransaction or (ii) that any Rights issued by Issuer shall become exercisable, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and and, in the case of any of the transactions described in clause (i) above, proper provision shall be made in the agreements governing such transaction so that Holder Grantee shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, itthe Option, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.99.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or previously issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by either of any of (xI) the Acquiring Corporation (as defined below), (yII) any person that controls the Acquiring Corporation, Corporation or (zIII) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, that if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-then holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares of the Substitute Common Stock for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option and the Purchase Price therefor shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, so that Holder Grantee shall receive, receive upon exercise of the Option, Option and payment of the aggregate Purchase Price hereunder the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised in full immediately prior to such event, or the record date therefor, as applicable. Whenever the C-3 50 number of shares of Issuer Common Stock purchasable upon exercise of the Option is adjusted as provided in this Section 6, the Purchase Price shall be adjusted by multiplying the Purchase Price by a fraction, the numerator of which shall be equal to the number of shares of Issuer Common Stock purchasable prior to the adjustment and the denominator of which shall be equal to the number of shares of Issuer Common Stock purchasable after the adjustment. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)6(a) and other than in connection with the exercise of stock options of Issuer outstanding on the date hereof), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, it equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one a subsidiary of its SubsidiariesGrantee, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any person, other than Grantee or one a subsidiary of its SubsidiariesGrantee, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the then outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one a subsidiary of its SubsidiariesGrantee, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option")) to purchase, at the election of Grantee, deemed granted by of either (xX) shares of capital stock of the Acquiring Corporation (as defined below), ) or (yY) shares of capital stock of any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:: (i) "Acquiring Corporation" shall mean (A) the continuing or surviving corporation of a consolidation or merger with Issuer (if other than Issuer), (B) Issuer in a merger in which Issuer is the continuing or surviving person, and (C) the transferee of all or substantially all of Issuer's assets. (ii) "Substitute Common Stock" shall mean the common stock issued by the issuer of the Substitute Option upon exercise of the Substitute Option. (iii) "Average Price" shall mean the average closing price of a share of the Substitute Common Stock for the one year immediately preceding the consolidation, merger or sale in question, but in no event higher than the closing price of the shares of Substitute Common Stock on the day preceding such consolidation, merger or sale; provided that if Issuer is the issuer of the Substitute Option, the Average Price shall be computed with respect to a share of common stock issued by the person merging into Issuer or by any company which controls or is controlled by such person, as the Grantee may elect.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, merger, conversation, combination, exchange of shares extraordinary or liquidating dividend or similar transaction, which would have the effect of diluting the Holder's rights hereunder, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing documentation pertaining to such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than whether upon exercise of stock options or otherwise but excluding any issuance pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the such number of shares, together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option (with any fractional share being rounded up to the next full share). Issuer agrees that in no event shall the number of shares of Issuer Common Stock issued after the date of this Agreement pursuant to the preceding sentence, together with the number of shares of Issuer Common Stock subject to the Option, adjusted as aforesaid, exceed the number of available authorized but unissued and unreserved shares of Issuer Common Stock. Nothing contained in this Section 7(a) or elsewhere in this Agreement shall be deemed to authorize Issuer to issue shares in breach of any provision of the Reorganization Agreement. (b) In Without limiting the parties' relative rights and obligations under the Reorganization, in the event that Issuer shall shall, prior to the Expiration Date, enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all a substantial part of its consolidated assets or deposit liabilities to any person, Person other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (xA) the Acquiring Corporation (as defined below), (yB) any person that controls the Acquiring Corporation, or (zC) in the case of a merger described in clause (ii), the Issuer (such person in each case, such person case being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, PROVIDED THAT if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Issuer and the Substitute Option Issuer shall take such steps in connection with such consolidation, merger, liquidation or other such transaction as may be reasonably necessary to assure that the provisions hereof shall thereafter apply as nearly as possible to any securities or property thereafter deliverable upon exercise of the Option. The Substitute Option Issuer shall also enter into an agreement with the then-then holder or holders of the Substitute Option in substantially the same form as this Agreement (after giving effect for such purposes to the provisions of this Agreement), which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as is hereinafter defined) as is equal to the Assigned Value (as is hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisableexercisable immediately prior to any event in Section 7(b), divided by the Average Price (as is hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares of the Substitute Common Stock for which the Substitute Option is exercisable. (e) The As used herein, the following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event (i) of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transactiontransaction or (ii) that any Rights issued by Issuer shall become exercisable, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and and, in the case of any of the transactions described in clause (i) above, proper provision shall be made in the agreements governing such transaction so that Holder Grantee shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock or any shares of Class B Common Stock, par value $.01 per share, of Grantee (the "Class B Common Stock") are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, itthe Option, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the total number of shares of Issuer Common Stock and Class B Common Stock then issued and outstanding, without giving effect to any shares subject to or previously issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock and Class B Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock and Class B Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by either of any of (xI) the Acquiring Corporation (as defined below), (yII) any person that controls the Acquiring Corporation, Corporation or (zIII) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, that if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-then holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares of the Substitute Common Stock for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Class A Common Stock by reason of a stock dividend, stock split, split-up, merger, recapitalization, combination, exchange or conversion of shares shares, or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor thereof, shall be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction transaction, so that Holder Grantee shall receive, receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Class A Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If Subject to Section 1, and without limiting the parties' relative rights and obligations under the Merger Agreement, if any additional shares of Issuer Class A Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a6(a)), the number of shares of Issuer Class A Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, it equals 19.9% of the number of shares of Issuer Class A Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Class A Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Class A Common Stock outstanding immediately prior to the consummation of such merger shall will, after such merger merger, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option")number and class of stock or other securities or cash or other property that Grantee would have received in respect of Class A Common Stock if the Option had been exercised immediately prior to such consolidation, at the election of Granteemerger, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporationsale, or (z) in transfer, or the case of a merger described in clause (ii)record date therefor, the Issuer (in each case, such person being referred to as the "Substitute Option Issuer")applicable and make any other necessary adjustments. (c) The Substitute If, at any time during the period commencing on a Purchase Event and ending on the termination of the Option in accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right (the "CASH-OUT RIGHT") pursuant to this Section 6(c), then Issuer shall have pay to Grantee, on the same terms Option Closing Date, in exchange for the cancelation of the Option with respect to such number of Option Shares as Grantee specifies in the OptionExercise Notice, provided thatan amount in cash equal to the greater of (i) $1.00 per Option Share the subject of such Exercise Notice and (ii) such number of Option Shares multiplied by the difference between (A) the average closing price, for the ten trading days commencing on the 12th trading day immediately preceding the Notice Date, per share of Class A Common Stock as reported on the NASDAQ, as reported in THE WALL STREET JOURNAL (Northeast edition), or, if not reported thereby, any other authoritative source (the terms of "CLOSING PRICE") and (B) the Substitute Option cannot, for legal reasons, be identical to those Purchase Price. Notwithstanding the termination of the Option, such terms Grantee shall be as similar as possible and entitled to exercise its rights under this Section 6(c) if it has exercised such rights in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement accordance with the then-holder or holders terms hereof prior to the termination of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable Option. Notwithstanding anything herein to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of contrary, the Substitute Common Stock (as hereinafter defined) as is equal aggregate amount payable by Issuer to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price"Grantee pursuant to this Section 6(c) shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisablenot exceed $500,000. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-split- up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted adjusted, without any further action by or on behalf of the Issuer or Holder, so that, after such issuance, it, when added to the number of together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): agreement: (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer").of (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the same as the Option, such terms shall be as similar as possible and in no event less advantageous to GranteeHolder. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders each Holder of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, so that Holder Grantee shall receive, receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a))Agreement, the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, it equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (xI) the Acquiring Corporation (as defined below), ) or (yII) any person that controls the Acquiring Corporation, or Corporation (z) in the case of a merger described any such person specified in clause (ii), the Issuer I) or (in each case, such person II) being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option; provided that the exercise price therefor and number of shares subject thereto shall be as set forth in this Section 6; provided, provided thatfurther, that the Substitute Option shall be exercisable immediately upon issuance without the occurrence of a Purchase Event with respect to the Substitute Option; and provided, further, that if the terms of the Substitute Option cannot, for legal reasons, be identical the same as the Option (subject to those of the Optionvariations described in the foregoing provisos), such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option Grantee in substantially the same form as this AgreementAgreement (subject to the variations described in the foregoing provisos), which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defineddefined below) as is equal to the Assigned Value (as hereinafter defineddefined below) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defineddefined below), rounded up to the nearest whole share. The exercise price per share of Substitute Common Stock of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Option Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares of Substitute Common Stock for which the Substitute Option is exercisable. (e) The following terms have In no event, pursuant to any of the meanings indicated:foregoing paragraphs, shall the Substitute Option be exercisable for more than 19.9% of the aggregate of the shares of Substitute Common Stock outstanding prior to exercise of the Substitute Option. In the event that the Substitute Option would be exercisable for more than 19.9% of the aggregate of the shares of outstanding Substitute Common Stock but for the limitation in the first sentence of this Section 6(e), Substitute Option Issuer shall make a cash payment to Grantee equal to the excess of (i) the value of the Substitute Option without giving effect to the limitation in the first sentence of this Section 6(e) over (ii) the value of the Substitute Option after giving effect to the limitation in the first sentence of this Section 6(e). This difference in value shall be determined by a nationally recognized investment banking firm selected by Grantee. (f) Issuer shall not enter into any transaction described in Section 6(b) unless the Acquiring Corporation and any person that controls the Acquiring Corporation assume in writing all the obligations of Issuer hereunder and take all other actions that may be necessary so that the provisions of this Agreement are given full force and effect (including, without

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In If the event outstanding shares of any change in Issuer Company Common Stock are changed into a different number or class of shares by reason of a any stock split, division or subdivision of shares, stock dividend, reverse stock split, split-upreclassification, recapitalization, combination, exchange of shares recapitalization or other similar transaction, then the type and number of shares or other securities subject to the Option Option, the applicable Exercise Price, the Designated Price (as defined in Section 7(c)) and the Purchase Price therefor other numbers and dollar amounts referred to in this Option Agreement shall be adjusted appropriately, and the Company shall ensure that proper provision shall be is made in the agreements and other documents governing such transaction so that Holder the Grantee shall receive, receive upon exercise of the Option, Option the same class and number and class of outstanding shares or other securities or property that Holder the Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, transaction or the record date thereforfor determining the stockholders entitled to participate in such transaction, as applicable. . (b) If any additional shares of Issuer Company Common Stock are issued after the date of this Option Agreement (other than pursuant to an event a transaction described in the first sentence of this Section 7(a6(a)), then the number of shares of Issuer Company Common Stock then remaining subject to the Option shall be adjusted so that, after such issuance, it, when added increased to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals by which (i) 19.9% of the number of shares of Issuer the Company Common Stock then outstanding after the issuance of such additional shares exceeds (ii) the number of shares (adjusted in accordance with Section 6(a)) previously issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Grantee upon exercise of the Option. (bc) In If the event that Issuer Company shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with consolidate, exchange shares or merge into with any personPerson, other than the Grantee or one of its Subsidiariesthe Grantee's subsidiaries, and Issuer and, in the case of a merger, shall not be the continuing or surviving corporation of such consolidation or merger; corporation, (ii) to permit any personPerson, other than the Grantee or one of its Subsidiariesthe Grantee's subsidiaries, to merge into Issuer, the Company and Issuer the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Company Common Stock shall be changed into or exchanged for stock or other securities of Issuer the Company or any other person Person or cash or any other property property, or the outstanding shares of Issuer Company Common Stock outstanding immediately prior to before such merger shall after such merger represent less than 50% of the outstanding common shares and common share equivalents of the merged company; Company outstanding immediately after the merger, or (iii) to permit any personsell, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell lease or otherwise transfer all or substantially all of its assets to any personPerson, other than the Grantee or one of its Subsidiariesthe Grantee's subsidiaries, then, and in each such case, the agreement Company shall ensure that proper provision is made in the agreements and other documents governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction, become exercisable for the stock, securities, cash or other property that would have been received by the Grantee if the Grantee had exercised the Option immediately prior to such transaction and upon or the terms and conditions set forth hereinrecord date for determining the stockholders entitled to participate in such transaction, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Optionappropriate. (d) The Substitute Option provisions of Sections 7 and 8 shall be exercisable for such number of shares of the Substitute Common Stock apply (as hereinafter definedwith appropriate adjustments) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock any securities for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal becomes exercisable pursuant to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisablethis Section 6. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option and the Purchase Price therefor shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer, and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property or the outstanding shares of Issuer Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "“Substitute Option"”), at the election of Grantee, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporation, or (z) in the case of a merger described in clause (ii), the Issuer (in each case, such person being referred to as the "“Substitute Option Issuer"”). (c) The Substitute Option shall have the same terms as the Option, provided that, if the terms of the Substitute Option cannot, for legal reasons, be identical to those of the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "“Substitute Purchase Price"”) shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalizationmerger, recapitali zation, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor shall thereof, will be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction transaction, so that Holder shall receive, Grantee will receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If , provided that no such adjustment shall be required in connection with the exercise of options or similar rights under any additional shares of Issuer Common Stock are issued after stock option plan or benefit arrangement in effect on the date hereof or in connection with the conversion of this Agreement (other than pursuant to an event described in any convertible or exchangeable securities outstanding on the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Optiondate hereof. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall will, after such merger merger, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option")number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, at the election of Granteemerger, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporationsale, or (z) in transfer, or the case of a merger described in clause (ii)record date therefor, the Issuer (in each case, such person being referred to as the "Substitute Option Issuer")applicable and make any other necessary adjustments. (c) The Substitute Option shall have If, at any time during the same terms as period commencing on a Purchase Event and ending on the Option, provided that, if the terms termination of the Substitute Option cannotin accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right (the "Cash-Out Right") pursuant to this Section 6(c), then Issuer shall pay to Grantee, on the Option Closing Date, in exchange for legal reasons, be identical to those the cancelation of the Option, such terms shall be as similar as possible and in no event less advantageous Option with respect to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of Option Shares as Grantee specifies in the Substitute Common Stock (as hereinafter defined) as is Exercise Notice, an amount in cash equal to the Assigned Value (as hereinafter defined) such number of Option Shares multiplied by the number difference between (i) the average closing price, for the 10 trading days commencing on the 12th trading day immediately preceding the Option Closing Date, per share of shares of Issuer Common Stock as reported on the New York Stock Exchange, Inc. (the "NYSE") (or, if not listed on the NYSE, as reported on any other national securities exchange or national securities quotation system on which the Issuer Common Stock for which the Option was theretofore exercisableis listed or quoted, divided by the Average Price as reported in The Wall Street Journal (as hereinafter definedNortheast edition). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:, or, if not reported

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event ----------------------------------------------- of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, merger, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor shall thereof, will be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction transaction, so that Holder shall receive, Grantee will receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional Without limiting the parties' relative rights and obligations under the Merger Agreement, if the number of outstanding shares of Issuer Common Stock are issued increases or decreases after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a6(a)), the number of shares of Issuer Common Stock subject to the Option shall will be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, that it equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall will, after such merger merger, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option")number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, at the election of Granteemerger, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporationsale, or (z) in transfer, or the case of a merger described in clause (ii)record date therefor, the Issuer (in each case, such person being referred to as the "Substitute Option Issuer")applicable and make any other necessary adjustments. (c) The Substitute Option shall have If, at any time during the same terms as period commencing on a Purchase Event and ending on the Option, provided that, if the terms termination of the Substitute Option cannotin accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right (the "Cash-Out Right") pursuant to this Section 6(c), then Issuer shall pay to Grantee, on the Option Closing Date, in exchange for legal reasons, be identical to those the cancelation of the Option, such terms shall be as similar as possible and in no event less advantageous Option with respect to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of Option Shares as Grantee specifies in the Substitute Common Stock (as hereinafter defined) as is Exercise Notice, an amount in cash equal to the Assigned Value (as hereinafter defined) such number of Option Shares multiplied by the number difference between (i) the average closing price, for the 10 trading days commencing on the 12th trading day immediately preceding the Option Closing Date, per share of shares of Issuer Common Stock as reported on The Nasdaq National Market (or, if not listed on The Nasdaq National Market, as reported on any other national securities exchange or national securities quotation system on which the Issuer Common Stock for which the Option was theretofore exercisableis listed or quoted, divided by the Average Price as reported in The Wall Street Journal (as hereinafter definedNortheast edition). The exercise price of the Substitute Option per share of the Substitute Common Stock , or, if not reported ----------------------- thereby, any other authoritative source) (the "Substitute Purchase Closing Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:ii)

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, merger, recapitalization, combination, exchange of shares shares, or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor shall thereof, will be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction transaction, so that Holder shall receive, Grantee will receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If Subject to Section 1, and without limiting the parties' relative rights and obligations under the Merger Agreement, if any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a6(a)), the number of shares of Issuer Common Stock subject to the Option shall will be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, it equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer shall enter enters into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall will be the continuing or surviving corporation, but, but in connection with such merger, the then outstanding shares of Issuer Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall will, after such merger merger, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provisions provision so that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (with identical terms appropriately adjusted to acquire the "Substitute Option")number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, at the election of Granteemerger, deemed granted by either (x) the Acquiring Corporation (as defined below), (y) any person that controls the Acquiring Corporationsale, or (z) in transfer, or the case of a merger described in clause (ii)record date therefor, the Issuer (in each case, such person being referred to as the "Substitute Option Issuer")applicable and make any other necessary adjustments. (c) The Substitute If, at any time during the period commencing on a Purchase Event and ending on the termination of the Option in accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right (the "Cash-Out Right") pursuant to this Section 6(c), then Issuer shall have pay to Grantee, on the same terms Option Closing Date, in exchange for the cancellation of the Option with respect to such number of Option Shares as Grantee specifies in the OptionExercise Notice, provided thatan amount in cash equal to such number of Option Shares multiplied by the difference between (i) the average closing price, for the 10 NYSE trading days commencing on the 12th NYSE trading day immediately preceding the Notice Date, per share of Issuer Common Stock as reported on the NYSE Composite Transaction Tape (or, if not listed on the terms NYSE, as reported on any other national securities exchange or national securities quotation system on which the Issuer Common Stock is listed or quoted, as reported in The Wall Street Journal (Northeast edition), or, if not reported thereby, any other authoritative source) (the "Closing Price") and (ii) the Purchase Price; provided, however, that for purposes of this Section 6(c) only, the Substitute Closing Price used to calculate the amount in cash payable per Option cannot, for legal reasons, be identical Share pursuant to those this Section 6(c) shall in no event exceed the "Fair Market Value" of such Option Share (as defined and determined in accordance with Section 12.2.G of Issuer's Certificate of Incorporation). Notwithstanding the termination of the Option, Grantee will be entitled to exercise its rights under this Section 6(c) if it has exercised such terms shall be as similar as possible and rights in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement accordance with the then-holder or holders terms hereof prior to the termination of the Substitute Option in substantially the same form as this Agreement, which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the Assigned Value (as hereinafter defined) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (e) The following terms have the meanings indicated:

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option Option, and the Purchase Price therefor therefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, so that Holder Grantee shall receive, receive upon exercise of the Option, Option the number and class of shares or other securities or property that Holder Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other at a price per share less than pursuant to an event described in the first sentence of this Section 7(a))Purchase Price, the number of shares of Issuer Common Stock subject to 4 4 the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, it equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option. (b) In the event that Issuer shall enter into an agreement (prior to termination of the Option pursuant to Section 3(a) hereof): (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiariessubsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any person, other than Grantee or one of its Subsidiariessubsidiaries, to merge into Issuer, Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property property, or the outstanding shares of Issuer Common Stock outstanding immediately prior to the consummation of such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to permit any person, other than Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, deemed granted by of either (xI) the Acquiring Corporation (as defined below), ) or (yII) any person that controls the Acquiring Corporation, or Corporation (z) in the case of a merger described any such person specified in clause (ii), the Issuer I) or (in each case, such person II) being referred to as the "Substitute Option Issuer"). (c) The Substitute Option shall have the same terms as the Option; provided that the exercise price therefor and number of shares subject thereto shall be as set forth in this Section 6 and the repurchase rights relating thereto shall be as set forth in Section 8; provided, provided thatfurther, that the Substitute Option shall be exercisable immediately upon issuance without the occurrence of a Purchase Event with respect to the Substitute Option; and provided, further, that if the terms of the Substitute Option cannot, for legal reasons, be identical the same as the Option (subject to those of the Optionvariations described in the foregoing provisos), such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option Grantee in substantially the same form as this AgreementAgreement (subject to the variations described in the foregoing provisos), which agreement shall be applicable to the Substitute Option. (de) The In no event, pursuant to any of the foregoing paragraphs, shall the Substitute Option shall be exercisable for such number more than 19.9% of the aggregate of the shares of Substitute Common Stock outstanding prior to exercise of the Substitute Option. In the event that the Substitute Option would be exercisable for more than 19.9% of the aggregate of the shares of outstanding Substitute Common Stock (as hereinafter defined) as is but for the limitation in the first sentence of this Section 6(e), Substitute Option Issuer shall make a cash payment to Grantee equal to the Assigned Value excess of (as hereinafter definedi) multiplied by the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price value of the Substitute Option per share without giving effect to the limitation in the first sentence of this Section 6(e) over (ii) the value of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal Option after giving effect to the Purchase Price multiplied limitation in the first sentence of this Section 6(e). This difference in value shall be determined by a fraction nationally recognized investment banking firm selected by Grantee. (f) Issuer shall not enter into any transaction described in which Section 6(b) unless the numerator is Acquiring Corporation and any person that controls the number Acquiring Corporation assume in writing all the obligations of Issuer hereunder and take all other actions that may be necessary so that the provisions of this Agreement are given full force and effect (including, without limitation, any action that may be necessary so that the holders of the other shares of common stock issued by Substitute Option Issuer are not entitled to exercise any rights comparable to the Issuer Common Stock for which Rights by reason of the Option was theretofore exercisable and the denominator is the number issuance or exercise of shares for which the Substitute Option is exercisableand the shares of Substitute Common Stock are otherwise in no way distinguishable from or have lesser economic value than other shares of common stock issued by Substitute Option Issuer (other than any diminution in value resulting from the fact, if applicable, that the shares of Substitute Common Stock are restricted securities, as defined in Rule 144 under the Securities Act or any successor provision)). (eg) The For purposes of this Agreement, the following terms have the meanings indicatedfollowing meanings: