Common use of Exercise of the Option Clause in Contracts

Exercise of the Option. (a) The Option may be exercised with respect to all or any portion of the vested Option Shares at any time during the Option Period (as defined below) by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise which shall be delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise all or any portion of the Option (the "Exercise Date"); (ii) a certified check payable to the Company in the amount of the Exercise Price (as defined below) multiplied by the number of Option Shares being purchased (the "Purchase Price") OR with the advance approval of the Company, by delivery of a number of shares of Common Stock, which have been held by Optionee for at least six months, having a fair market value, as of the date the Option is exercised, at least equal to the Purchase Price OR with the advance approval of the Company by a certified check payable to the Company in an amount less than the Exercise Price and by delivery of a number of shares of Common Stock, which have been held by Optionee for at least six months, having a fair market value, as of the date the Option is exercised, at least equal to the balance of the Purchase Price OR with the advance approval of the Company by Optionee advising the Company, at the time this Option is exercised, to withhold from exercise under the Option the appropriate number of Option Shares, the aggregate fair market value of which on the date of exercise of the Option is equal to the aggregate cash purchase price of the Option Shares being exercised and purchased under the Option, and such withholding shall constitute full payment for the non-withheld Option Shares issued upon exercise OR such other consideration as the Board of Directors may specifically authorize; and (iii) except as permitted in Paragraph 1.2(b) below, a certified check payable to the Company in the amount of all withholding tax obligations, if any (whether federal, state or local), imposed on the Company by reason of the exercise of the Option, or if applicable the Withholding Election described in Section 1.2(b). Upon acceptance of such notice, receipt of payment in full, the Company shall cause a certificate representing the shares of Common Stock as to which the Option has been exercised (less any withheld Option Shares, if applicable) to be issued and delivered to the Optionee.

Exercise of the Option. (a) The Option may be exercised with respect to all or any portion of the vested Option Shares at any time during the Option Period (as defined below) by the delivery Prior to the Companyexpiration thereof, at its principal place of business, of (i) a written notice of the Optionee may exercise which shall be delivered the Options from time to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise all time in whole or any portion of the Option in part as permitted hereunder (the "Exercise Date"); . On the Exercise Date, the Optionee shall deliver to the Chairman of the Board the following: (i) A copy of the Stockholders' Agreement duly executed by the Optionee; (ii) A written and signed notice of such election setting forth the number of Option Shares the Optionee has elected to purchase; (iii) Payment in full of the aggregate Exercise Price of such Option Shares in one or a combination of the following: (A) cash or a cashier's or certified bank check payable to the order of the Company, or (B) prior to an Initial Public Offering, a Full Recourse promissory note, in a form determined by the Company in its sole and absolute discretion (the amount of the Exercise Price (as defined below) multiplied "Note"), secured by the number of Option Shares being purchased (the "Purchase Price") OR with Optionee has elected to purchase, bearing a Market Rate of interest, and due and payable the advance approval of the Company, by delivery of a number of shares of Common Stock, which have been held by Optionee for at least six months, having a fair market value, as earlier of the date the Option is exercisedOptionee disposes of all or a portion of his or her Stock securing the Note, at least equal or the date six (6) months after the Exercise Date or such later date as the Company determines in its sole and absolute discretion; and (iv) The amount, if any, required pursuant to Section 11 hereof. (b) Notwithstanding anything in Section 5(a) to the Purchase Price OR with contrary, the advance approval Committee may, in its sole and absolute discretion, permit payment of the Company by a certified check payable to the Company in an amount less than the Exercise Price in such form or in such manner as may be otherwise permissible under the Plan and under any applicable law. (c) If the Optionee provides payment as provided in Section 5(a)(iii)(B) above, the Optionee agrees to execute and deliver such other documents as may be reasonably required by delivery of the Company to effectuate and secure the Note. If a number of shares of Common StockVoluntary Notice Date occurs less than twelve (12) months prior to a Voluntary Resignation Date, which have been held by Optionee for at least six monthsthe Note, having a fair market valuetogether with any accrued interest thereon, as shall be immediately payable upon the earlier of the due date the Option is exercised, at least equal to the balance of the Purchase Price OR with Note or the advance approval of the Company by Optionee advising the Company, at the time this Option is exercised, to withhold from exercise under the Option the appropriate number of Option Shares, the aggregate fair market value of which on the date of exercise of the Option is equal to the aggregate cash purchase price of the Option Shares being exercised and purchased under the Option, and such withholding shall constitute full payment for the non-withheld Option Shares issued upon exercise OR such other consideration as the Board of Directors may specifically authorize; and (iii) except as permitted in Paragraph 1.2(b) below, a certified check payable to the Company in the amount of all withholding tax obligations, if any (whether federal, state or local), imposed on the Company by reason of the exercise of the Option, or if applicable the Withholding Election described in Section 1.2(b). Upon acceptance of such notice, receipt of payment in full, the Company shall cause a certificate representing the shares of Common Stock as to which the Option has been exercised (less any withheld Option Shares, if applicable) to be issued and delivered to the OptioneeVoluntary Resignation Date.

Exercise of the Option. (a) The Subject to the provisions of this Agreement (including Section 4 hereof), the Optionee may exercise all or a portion of the vested Option at any time prior to the tenth anniversary of the Date of Grant (the “Expiration Date”); provided that the Option may be exercised with respect to all whole Shares only; and provided that that the Option may not be exercised at any one time as to fewer than 100 Shares (or any such number of Shares as to which the portion of the vested Option Shares at any time during the Option Period (as defined below) by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise which is then exercisable if such number is less than 100). In no event shall be delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise all or any portion of the Option be exercisable on or after the Expiration Date. (b) In accordance with Section 3(a) hereof, the "Exercise Date"); (ii) a certified check payable Option may be exercised by delivering to the Company a notice of intent to exercise. The Optionee shall deliver such notice by such method (whether telephonic or written) as may be specified by the Committee from time to time. Such notice shall specify the number of Shares as to which the Option is being exercised and shall be accompanied by payment in the amount full, or adequate provision therefor, of the Exercise Price and any applicable withholding tax. The payment of the Exercise Price shall be made (as defined belowi) multiplied in cash, (ii) by certified check or bank draft payable to the number of Option Shares being purchased (the "Purchase Price") OR with the advance approval order of the Company, (iii) by delivery of a number of shares of Common Stock, tendering Shares which have been held owned by the Optionee for at least six monthsmonths (and which are not subject to any pledge or other security interest), (iv) by having Shares with a fair market valueFair Market Value on the date of exercise equal to the Exercise Price sold by a broker-dealer or (v) by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as of the date the Option of such tender or sold by a broker-dealer is exercised, at least equal to the Purchase Price OR with Exercise Price. In the advance approval of event that the Company by a certified check payable broker-assisted cashless exercise procedure is elected, to the Company in an amount less than extent permitted by applicable law and the Exercise Price and by delivery of a number of shares of Common StockCommittee, which have been held by the Optionee shall be responsible for at least six months, having a fair market value, as of the date the Option is exercised, at least equal to the balance of the Purchase Price OR with the advance approval of the Company by Optionee advising the Company, at all broker fees. At the time this Option is exercised, to withhold from exercise under the Option the appropriate number of Option Shares, the aggregate fair market value of which on the date of exercise of the Option is equal to the aggregate cash purchase price of the Option Shares being exercised and purchased under the Option, and such withholding shall constitute full payment for the non-withheld Option Shares issued upon exercise OR such other consideration as the Board of Directors may specifically authorize; and (iii) except as permitted in Paragraph 1.2(b) below, a certified check payable to the Company in the amount of all withholding tax obligations, if any (whether federal, state or local), imposed on the Company by reason of the exercise of the Option, the Optionee shall pay such amount to the Company as the Company deems necessary to satisfy its obligation to withhold federal, state or if applicable the Withholding Election described in Section 1.2(b). Upon acceptance local income or other taxes incurred by reason of such noticeexercise or make such other arrangements as are acceptable to the Company, receipt all in accordance with the provisions of payment Section 7 hereof. (c) Notwithstanding any other provision of this Agreement to the contrary, no portion of the Option may be exercised prior to the completion of any registration or qualification of such Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any government body, national securities exchange, or inter-dealer market system that the Committee shall in full, its sole discretion determine to be necessary or advisable. (d) Upon the Company shall cause Company’s determination that a certificate representing the shares portion of Common Stock as to which the Option has been validly exercised (less as to any withheld Option of the Shares, if applicable) the registrar for the Company will make an entry on its books and records evidencing that such Shares have been duly issued as of that date; provided, however, that the Optionee may, in the alternative, elect in writing prior thereto to receive a stock certificate representing the full number of Shares acquired, which certificate may bear a restrictive legend prohibiting the transfer of such Shares until certain conditions are met as required by law. The Company shall not be issued and delivered liable to the OptioneeOptionee for damages relating to any delays in issuing the certificates.

Exercise of the Option. (a) The Option may be exercised with respect to all or any portion of the vested Option Shares at any time during the Option Period (as defined below) by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise which shall be delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise all or any portion of the Option (the "Exercise Date"); (ii) a certified check payable to the Company in the amount of the Exercise Price (as defined below) multiplied by the number of Option Shares being purchased (the "Purchase Price") OR with the advance approval of the Company, Company by delivery of a number of shares of Common Stock, which have been held by Optionee for at least six months, having a fair market value, as of the date the Option is exercised, at least equal to the Purchase Price OR with the advance approval of the Company by a certified check payable to the Company in an amount less than the Exercise Price and by delivery of a number of shares of Common Stock, which have been held by Optionee for at least six months, having a fair market value, as of the date the Option is exercised, at least equal to the balance of the Purchase Price OR with the advance approval of the Company by Optionee advising the Company, at the time this Option is exercised, to withhold from exercise under the Option the appropriate number of Option Shares, the aggregate fair market value of which on the date of exercise of the Option is equal to the aggregate cash purchase price of the Option Shares being exercised and purchased under the Option, and such withholding shall constitute full payment for the non-withheld Option Shares issued upon exercise OR such other consideration as the Board of Directors may specifically authorizeexercise; and (iii) except as permitted in Paragraph 1.2(b) below, a certified check payable to the Company in the amount of all withholding tax obligations, if any obligations (whether federal, state or local), imposed on the Company by reason of the exercise of the Option, or if applicable the Withholding Election described in Section 1.2(b). Upon acceptance of such notice, receipt of payment in full, the Company shall cause a certificate representing the shares of Common Stock as to which the Option has been exercised (less any withheld Option Shares, if applicable) to be issued and delivered to the Optionee.

Exercise of the Option. The OPTION shall be exercised by: (a) The delivering to the OPTIONOR a written notice in the form of the document attached hereto as Exhibit "A", specifying the number of shares of Common Stock for which exercise is made and the option price or prices applicable thereto, (b) tendering full payment of the Option may be exercised Price for the shares for which exercise is made (and any payment with respect to all withholding requested by the OPTIONOR pursuant to Section 13 below, (c) if required by ESCROW AGENT, at the OPTIONEE'S expense, a legal opinion letter, satisfactory in form and substance to the ESCROW AGENT, to the effect that the exercise of the OPTION by the OPTIONEE and the acquisition of the shares of the ENERGENX'S Common Stock from the OPTIONOR, pursuant thereto may be effected without registration of such stock under the Securities Act of 1933, as amended (the "1933 Act"), or any portion applicable state securities laws Within Five (5) business days after the OPTION is exercised and funds are received in the bank account of the vested Option Shares at any time during ESCROW AGENT or the Option Period (amount of the deposit(s) equals the exercise price as defined below) by a credit, a certificate for the delivery to shares of Common Stock for which exercise of the CompanyOPTION was made, at its principal place of business, of (i) a written notice of exercise which shall be delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to OPTIONEE. Unless the date upon which Optionee desires to exercise all OPTION has expired or any a portion of the Option (OPTION has not been exercised in full, the "Exercise Date"); (ii) a certified check payable OPTIONOR agrees to deliver to the Company in OPTIONEE and ESCROW AGENT, a new Stock Option document covering the amount balance of the Exercise Price (as defined below) multiplied shares of Common Stock covered by the number OPTION for which exercise has not been made. The OPTIONOR and the OPTIONEE agree to execute a new Stock Option Agreement, each of Option Shares being purchased such documents to be upon terms and conditions identical to those of this OPTION and Agreement (except as to the "Purchase Price") OR with the advance approval of the Company, by delivery of a number of shares of Common Stock, which Stock subject thereto). In lieu of surrendering this OPTION and Agreement after the entire Two Million Four Hundred Thousand (2,400,000) shares have been held by Optionee for at least six months, having a fair market value, as of the date the Option is exercised, at least equal to the Purchase Price OR with OPTIONOR, in the advance approval of the Company by a certified check payable to the Company in an amount less than the Exercise Price and by delivery case of a number of shares of Common Stock, which have been held by Optionee for at least six months, having a fair market value, as of the date the Option is exercised, at least equal to the balance of the Purchase Price OR with the advance approval of the Company by Optionee advising the Company, at the time this Option is exercised, to withhold from exercise under the Option the appropriate number of Option Shares, the aggregate fair market value of which on the date of partial exercise of the Option is equal to OPTION, an appropriate notation, initialed by the aggregate cash purchase price of OPTIONOR and the Option Shares being exercised and purchased under the OptionOPTIONEE, and such withholding shall constitute full payment for the non-withheld Option Shares issued upon exercise OR such other consideration as the Board of Directors may specifically authorize; and (iii) except as permitted in Paragraph 1.2(b) below, a certified check payable to the Company in the amount of all withholding tax obligations, if any (whether federal, state or local), imposed on the Company by reason of the exercise of the Option, or if applicable the Withholding Election described in Section 1.2(b). Upon acceptance of such notice, receipt of payment in full, the Company shall cause a certificate representing the shares of Common Stock as to which the Option has been exercised (less any withheld Option Shares, if applicable) to be issued and delivered to the Optioneeaffixed hereto.

Exercise of the Option. (a) The Subject to the provisions of this Agreement (including Section 4 hereof), the Optionee may exercise all or a portion of the vested Option at any time prior to the tenth anniversary of the Date of Grant (the “Expiration Date”); provided that the Option may be exercised with respect to all whole Shares only; and provided that that the Option may not be exercised at any one time as to fewer than 100 Shares (or any such number of Shares as to which the portion of the vested Option Shares at any time during the Option Period (as defined below) by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise which is then exercisable if such number is less than 100). In no event shall be delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise all or any portion of the Option be exercisable on or after the Expiration Date. (b) In accordance with Section 3(a) hereof, the "Option may be exercised by delivering to the Company a notice of intent to exercise. The Optionee shall deliver such notice by such method (whether telephonic, electronic or written) as may be specified by the Committee from time to time. The date of exercise shall be the date the required notice is received by the Company; provided however that if payment in full is not received by the Company as described herein or as otherwise permitted, such notice shall be deemed not to have been received. Such notice shall specify the number of Shares as to which the Option is being exercised and shall be accompanied by payment in full, or adequate provision therefor, of the Exercise Date"); Price and any applicable withholding tax. (c) The payment of the Exercise Price shall be made (i) in cash, (ii) a by certified check or bank draft payable to the order of the Company, (iii) by delivering Shares which have been owned by the Optionee for at least six months (and which are not subject to any pledge or other security interest), (iv) by having Shares with a Fair Market Value on the date of exercise equal to the Exercise Price and the applicable withholding tax sold by a broker-dealer, or (v) by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so delivered to or retained by the Company as of the date of such deliver or net settlement, or sold by a broker-dealer is at least equal to the Exercise Price and, if applicable, the applicable withholding tax. Any broker-assisted exercise procedure must comply with all applicable law at the time of exercise, and the Optionee shall be responsible for all broker fees. At the time of exercise of the Option, the Optionee shall pay such amount to the Company as the Company deems necessary to satisfy its obligation to withhold federal, state or local income or other taxes incurred by reason of such exercise or make such other arrangements as are acceptable to the Company, all in accordance with the amount provisions of Section 7 hereof. The Committee hereby authorizes each of the foregoing procedures for payment of the Exercise Price, and applicable withholding tax, as applicable to this Award. (d) Notwithstanding any other provision of this Agreement to the contrary, no portion of the Option may be exercised prior to the completion of any registration or qualification of such Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any government body, national securities exchange, or inter-dealer market system that the Committee shall in its sole discretion determine to be necessary or advisable. (e) As soon as practicable following the Company’s determination that a portion of the Option has been validly exercised as to any of the Shares, and the receipt by the Company of payment in full of the Exercise Price (as defined below) multiplied by the number of Option Shares being purchased (the "Purchase Price") OR with the advance approval of the Company, by delivery of a number of shares of Common Stock, which have been held by Optionee for at least six months, having a fair market value, well as of the date the Option is exercised, at least equal to the Purchase Price OR with the advance approval of the Company by a certified check payable to the Company in an amount less than the Exercise Price and by delivery of a number of shares of Common Stock, which have been held by Optionee for at least six months, having a fair market value, any applicable tax withholding as of the date the Option is exercised, at least equal to the balance of the Purchase Price OR with the advance approval of the Company by Optionee advising the Company, at the time this Option is exercised, to withhold from exercise under the Option the appropriate number of Option Shares, the aggregate fair market value of which on the date of exercise of the Option is equal to the aggregate cash purchase price of the Option Shares being exercised and purchased under the Option, and such withholding shall constitute full payment for the non-withheld Option Shares issued upon exercise OR such other consideration as the Board of Directors may specifically authorize; and (iii) except as permitted in Paragraph 1.2(b) below, a certified check payable to the Company in the amount of all withholding tax obligations, if any (whether federal, state or local), imposed on the Company by reason of the exercise of the Option, or if applicable the Withholding Election described in Section 1.2(b7 hereof). Upon acceptance of such notice, receipt of payment in full, the registrar for the Company shall cause will make an entry on its books and records evidencing that such Shares have been duly issued as of that date; provided, however, that the Optionee may, in the alternative, elect in writing prior thereto to receive a stock certificate representing the shares full number of Common Stock Shares acquired, which certificate may bear a restrictive legend prohibiting the transfer of such Shares for such period as to which may be prescribed by the Option has been exercised (less any withheld Option Shares, if applicable) to Company. The Company shall not be issued and delivered liable to the OptioneeOptionee for damages relating to any delays in issuing the certificates.

Exercise of the Option. (a) The Subject to the provisions of this Option Agreement (including Section 4 hereof), the Optionee may exercise all or a portion of the vested Option at any time prior to the tenth anniversary of the Date of Grant (the "Expiration Date"); provided that the Option may be exercised with respect to all whole Shares only; and provided further that the Option may not be exercised at any one time as to fewer than 100 Shares (or any such number of Shares as to which the portion of the vested Option Shares at any time during the Option Period (as defined below) by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise which is then exercisable if such number is less than 100). In no event shall be delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise all or any portion of the Option be exercisable on or after the Expiration Date. (b) In accordance with Section 3(a) hereof, the "Exercise Date"); (ii) a certified check payable Option may be exercised by delivering to the Company a notice of intent to exercise. The Optionee shall deliver such notice by such method (whether telephonic or written) as may be specified by the Committee from time to time. Such notice shall specify the number of Shares as to which the Option is being exercised and shall be accompanied by payment in the amount full, or adequate provision therefor, of the Exercise Price and any applicable withholding tax. The payment of the Exercise Price shall be made (as defined belowi) multiplied in cash, (ii) by certified check or bank draft payable to the number of Option Shares being purchased (the "Purchase Price") OR with the advance approval order of the Company, (iii) by delivery of a number of shares of Common Stock, tendering Shares which have been held owned by the Optionee for at least six monthsmonths (and which are not subject to any pledge or other security interest), (iv) by having Shares with a fair market valueFair Market Value on the date of exercise equal to the Exercise Price sold by a broker-dealer or (v) by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as of the date the Option of such tender or sold by a broker-dealer is exercised, at least equal to the Purchase Price OR with Exercise Price. In the advance approval of event that the Company by a certified check payable broker-assisted cashless exercise procedure is elected, to the Company in an amount less than extent permitted by applicable law and the Exercise Price and by delivery of a number of shares of Common StockCommittee, which have been held by the Optionee shall be responsible for at least six months, having a fair market value, as of the date the Option is exercised, at least equal to the balance of the Purchase Price OR with the advance approval of the Company by Optionee advising the Company, at all broker fees. At the time this Option is exercised, to withhold from exercise under the Option the appropriate number of Option Shares, the aggregate fair market value of which on the date of exercise of the Option is equal to Options, the aggregate cash purchase price of the Option Shares being exercised and purchased under the Option, and Optionee shall pay such withholding shall constitute full payment for the non-withheld Option Shares issued upon exercise OR such other consideration as the Board of Directors may specifically authorize; and (iii) except as permitted in Paragraph 1.2(b) below, a certified check payable amount to the Company in as the amount of all withholding tax obligations, if any (whether Company deems necessary to satisfy its obligation to withhold federal, state or local), imposed on the Company local income or other taxes incurred by reason of such exercise or make such other arrangements as are acceptable to the exercise Company, all in accordance with the provisions of Section 7 hereof. (c) Notwithstanding any other provision of this Option Agreement to the contrary, no portion of the OptionOption may be exercised prior to the completion of any registration or qualification of such Shares under applicable state and federal securities or other laws, or if applicable under any ruling or regulation of any government body, national securities exchange, or inter-dealer market system that the Withholding Election described Committee shall in Section 1.2(b). its sole discretion determine to be necessary or advisable. (d) Upon acceptance the Company's determination that a portion of such notice, receipt of payment in full, the Company shall cause a certificate representing the shares of Common Stock as to which the Option has been validly exercised (less as to any withheld Option of the Shares, if applicable) the registrar for the Company will make an entry on its books and records evidencing that such Shares have been duly issued as of that date; provided, however, that the Optionee may, in the alternative, elect in writing prior thereto to receive a stock certificate representing the full number of Shares acquired, which certificate may bear a restrictive legend prohibiting the transfer of such Shares until certain conditions are met as required by law. The Company shall not be issued and delivered liable to the OptioneeOptionee for damages relating to any delays in issuing the certificates or in the certificates themselves.

Exercise of the Option. The OPTION shall be exercised by: (a) The delivering to the OPTIONOR a written notice in the form of the document attached hereto as Exhibit ”A”, specifying the number of shares of Common Stock for which exercise is made and the option price or prices applicable thereto, (b) tendering full payment of the Option may be exercised Price for the shares for which exercise is made (and any payment with respect to all withholding requested by the OPTIONOR pursuant to Section 13 below, (c) if required by ESCROW AGENT, at the OPTIONEE’S expense, a legal opinion letter, satisfactory in form and substance to the required by a legal representative of the OPTIONOR, to the effect that the exercise of the OPTION by the OPTIONEE and the acquisition of the shares of the SHIPROCK’S Common Stock from the OPTIONOR, pursuant thereto may be effected without registration of such stock under the Securities Act of 1933, as amended (the “1933 Act”), or any portion applicable state securities laws Within Five (5) business days after the OPTION is exercised and funds are received in the bank account of the vested Option Shares at any time during OPTIONOR or the Option Period (amount of the deposit(s) equals the exercise price as defined below) by a credit, a certificate for the delivery to shares of Common Stock for which exercise of the CompanyOPTION was made, at its principal place of business, of (i) a written notice of exercise which shall be delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to OPTIONEE. Unless the date upon which Optionee desires to exercise all OPTION has expired or any a portion of the Option (OPTION has not been exercised in full, the "Exercise Date"); (ii) a certified check payable OPTIONOR agrees to deliver to the Company in OPTIONEE, a new Stock Option document covering the amount balance of the Exercise Price (as defined below) multiplied shares of Common Stock covered by the number OPTION for which exercise has not been made. The OPTIONOR and the OPTIONEE agree to execute a new Stock Option Agreement, each of Option Shares being purchased such documents to be upon terms and conditions identical to those of this OPTION and Agreement (except as to the "Purchase Price") OR with the advance approval of the Company, by delivery of a number of shares of Common Stock, which Stock subject thereto). In lieu of surrendering this OPTION and Agreement after a portion of the Fifty Thousand (50,000) shares have been held by Optionee for at least six months, having a fair market value, as of the date the Option is exercised, at least equal to the Purchase Price OR with OPTIONOR, in the advance approval of the Company by a certified check payable to the Company in an amount less than the Exercise Price and by delivery case of a number of shares of Common Stock, which have been held by Optionee for at least six months, having a fair market value, as of the date the Option is exercised, at least equal to the balance of the Purchase Price OR with the advance approval of the Company by Optionee advising the Company, at the time this Option is exercised, to withhold from exercise under the Option the appropriate number of Option Shares, the aggregate fair market value of which on the date of partial exercise of the Option is equal to OPTION, an appropriate notation, initialed by the aggregate cash purchase price of OPTIONOR and the Option Shares being exercised and purchased under the OptionOPTIONEE, and such withholding shall constitute full payment for the non-withheld Option Shares issued upon exercise OR such other consideration as the Board of Directors may specifically authorize; and (iii) except as permitted in Paragraph 1.2(b) below, a certified check payable to the Company in the amount of all withholding tax obligations, if any (whether federal, state or local), imposed on the Company by reason of the exercise of the Option, or if applicable the Withholding Election described in Section 1.2(b). Upon acceptance of such notice, receipt of payment in full, the Company shall cause a certificate representing the shares of Common Stock as to which the Option has been exercised (less any withheld Option Shares, if applicable) to be issued and delivered to the Optioneeaffixed hereto.

Exercise of the Option. 3.1 shall be entitled to exercise the Option on any day (athe date on which the Option is exercised being, the “Option Exercise Date”) The Option may be exercised with respect to all or any portion following the date hereof until the date of the vested *** anniversary of the Closing Date (i.e. the same day in the *** after the month of the Closing Date) (the “Option Shares at any time during Exercise Period”). *** shall exercise the Option Period (as defined below) by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise which shall be delivered to (the Company no earlier than thirty (30“Option Notice”) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise all or any portion of on the Option (the "Exercise Date"); (ii) a certified check payable Date addressed to the Company in the amount of the Exercise Price (as defined below) multiplied by ***, which Option Notice shall include the number of Shares for which *** has exercised his Option and the aggregate purchase price for such Shares being purchased (as calculated pursuant to the "Purchase Price") OR with procedures set forth in Paragraph 4 below). 3.2 It is agreed and understood that *** shall have the advance approval right to exercise the Option for any or all of the Company, by delivery of Shares and that a number of shares of Common Stock, which have been held by Optionee for at least six months, having a fair market value, as of the date the Option is exercised, at least equal to the Purchase Price OR with the advance approval of the Company by a certified check payable to the Company in an amount less than the Exercise Price and by delivery of a number of shares of Common Stock, which have been held by Optionee for at least six months, having a fair market value, as of the date the Option is exercised, at least equal to the balance of the Purchase Price OR with the advance approval of the Company by Optionee advising the Company, at the time this Option is exercised, to withhold from exercise under the Option the appropriate number of Option Shares, the aggregate fair market value of which on the date of partial exercise of the Option is equal to permitted; provided, however, that any such exercise by ***must be made such that the aggregate cash purchase price transfer of Shares constitutes a “block deal” under the requirements of the Option Shares being exercised and purchased under National Stock Exchange (NSE). 3.3 If *** properly exercises the Option, and Holder shall [ -----------] take such withholding shall constitute full payment for steps as are reasonably required to convert the non-withheld Option *** into Shares issued upon exercise OR such other consideration as the Board of Directors may specifically authorize; and (iii) except as permitted in Paragraph 1.2(b) below, a certified check payable to the Company in the amount of all withholding tax obligations, if any (whether federal, state or local), imposed on the Company by reason of the exercise of the Option, or if applicable the Withholding Election described in Section 1.2(b). Upon acceptance of such notice, receipt of payment in full, the Company shall cause a certificate representing the shares number of Common Stock as to Shares for which the Option has been exercised (less any withheld the date on which such conversion is completed being, the “Conversion Date”). 3.4 If *** properly exercises the Option, the closing of the sale of the Shares for which the Option has been exercised shall take place on the fifth (5th) Business Day following the Conversion Date (the “Settlement Date”), at which time: (a) Holder shall transfer title to the applicable Shares to ***, (b) in case of a partial exercise, a new option (dated as of the date hereof) of like tenor for a number of shares equal to the number of shares set forth above minus the number of shares purchased by ***upon partial exercise of the Option, and, (c) as consideration for such Shares, if applicable) ***shall deliver to Holder the amount of the aggregate consideration for such Shares as calculated pursuant to Paragraph 4 below (such amount to be issued and delivered by wire transfer of immediately available funds to the Optioneebank account(s) designated in writing by Holder). The completion of such closing shall be conditioned upon delivery by ***of the applicable consideration in full and the transfer being made in a manner such that the transfer of Shares constitutes a “block deal” under the requirements of the National Stock Exchange (NSE).

Exercise of the Option. 3.1 shall be entitled to exercise the Option on any day (athe date on which the Option is exercised being, the “Option Exercise Date”) The Option may be exercised with respect to all or any portion following the date hereof until the date of the vested *** anniversary of the Closing Date (i.e. the same day in the *** after the month of the Closing Date) (the “Option Shares at any time during Exercise Period”). *** shall exercise the Option Period (as defined below) by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise which shall be delivered to (the Company no earlier than thirty (30“Option Notice”) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise all or any portion of on the Option (the "Exercise Date"); (ii) a certified check payable Date addressed to the Company in the amount of the Exercise Price (as defined below) multiplied by ***, which Option Notice shall include the number of Shares for which *** has exercised his Option and the aggregate purchase price for such Shares being purchased (as calculated pursuant to the "Purchase Price") OR with procedures set forth in Paragraph 4 below). 3.2 It is agreed and understood that *** shall have the advance approval right to exercise the Option for any or all of the Company, by delivery of Shares and that a number of shares of Common Stock, which have been held by Optionee for at least six months, having a fair market value, as of the date the Option is exercised, at least equal to the Purchase Price OR with the advance approval of the Company by a certified check payable to the Company in an amount less than the Exercise Price and by delivery of a number of shares of Common Stock, which have been held by Optionee for at least six months, having a fair market value, as of the date the Option is exercised, at least equal to the balance of the Purchase Price OR with the advance approval of the Company by Optionee advising the Company, at the time this Option is exercised, to withhold from exercise under the Option the appropriate number of Option Shares, the aggregate fair market value of which on the date of partial exercise of the Option is equal to permitted; provided, however, that any such exercise by ***must be made such that the aggregate cash purchase price transfer of Shares constitutes a "block deal" under the requirements of the Option Shares being exercised and purchased under National Stock Exchange (NSE). 3.3 If *** properly exercises the Option, and Holder shall [ -----------] take such withholding shall constitute full payment for steps as are reasonably required to convert the non-withheld Option *** into Shares issued upon exercise OR such other consideration as the Board of Directors may specifically authorize; and (iii) except as permitted in Paragraph 1.2(b) below, a certified check payable to the Company in the amount of all withholding tax obligations, if any (whether federal, state or local), imposed on the Company by reason of the exercise of the Option, or if applicable the Withholding Election described in Section 1.2(b). Upon acceptance of such notice, receipt of payment in full, the Company shall cause a certificate representing the shares number of Common Stock as to Shares for which the Option has been exercised (less any withheld the date on which such conversion is completed being, the "Conversion Date"). 3.4 If *** properly exercises the Option, the closing of the sale of the Shares for which the Option has been exercised shall take place on the fifth (5th) Business Day following the Conversion Date (the "Settlement Date"), at which time: (a) Holder shall transfer title to the applicable Shares to ***, (b) in case of a partial exercise, a new option (dated as of the date hereof) of like tenor for a number of shares equal to the number of shares set forth above minus the number of shares purchased by ***upon partial exercise of the Option, and, (c) as consideration for such Shares, if applicable) ***shall deliver to Holder the amount of the aggregate consideration for such Shares as calculated pursuant to Paragraph 4 below (such amount to be issued and delivered by wire transfer of immediately available funds to the Optioneebank account(s) designated in writing by Holder). The completion of such closing shall be conditioned upon delivery by ***of the applicable consideration in full and the transfer being made in a manner such that the transfer of Shares constitutes a "block deal" under the requirements of the National Stock Exchange (NSE).