Common use of Exercise Period Clause in Contracts

Exercise Period. (a) The Company will provide notice, --------------- as described below (the "Exercise Notice"), of the occurrence of the Triggering Event not more than 15 calendar days after the occurrence thereof. If the Payment is payable by the United States Government in installments, the Triggering Event will not be deemed to have occurred until the Bank receives the last installment of the Payment. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect to the other Holders: (i) that the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date on which the Warrants will no longer be exercisable. (b) Subject to the terms and conditions set forth herein, each Warrant shall be exercisable at any time or from time to time during the 60-day period commencing on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Warrant Exercise Period"). (c) No Warrant shall be exercisable after the Close of Business on the last day of the Warrant Exercise Period.

Exercise Period. The Option may be exercised, from time to time, with respect to the following number of Shares subject to this Option: (i) prior to the first anniversary of the Date of Grant, none of such Shares; (ii) from and after the first anniversary of the Date of Grant, _____% of such Shares; (iii) from and after the second an▇▇▇▇▇sary of the Date of Grant, _____% of such Shares (less any Shares as to which this Option shall have been exercised prior to such second anniversary); (iv) from and after the third anniversary of the date of Grant, _____% of such Shares (less any Shares as to which this Option shall have been exercised prior to such third anniversary); (v) from and after the fourth anniversary of the Date of Grant, _____% of such Shares (less any Shares as to which this Option shall have been exercised prior to such fourth anniversary), and (vi) from and after the fifth anniversary of the Date of Grant, _____% of such Shares (less any Shares as to which this Option shall have been exercised prior to such fifth anniversary. Provided, however, that the Grantee's right to exercise the Option shall terminate on the earliest to occur of the following dates: (a) The Company will provide noticethe tenth anniversary of the Date of Grant; (b) the first anniversary of the date of the Grantee'▇ ▇ermination of Service on account of Retirement, --------------- as described below Disability or death; (c) the date three months following the date of the Grantee's Termination of Service for any reason other than Retirement, Disability, death or for Cause (the "Exercise NoticeTermination Date"), of the occurrence of the Triggering Event not more than 15 calendar days after the occurrence thereof. If the Payment is payable by the United States Government in installments, the Triggering Event will not be deemed to have occurred until the Bank receives the last installment of the Payment. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure Committee may, in its sole discretion, allow the Grantee to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect exercise this option at a later date following the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect to the other Holders: (i) that the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, Termination Date; and (vid) immediately upon a Termination of Service for Cause. Provided further that, during any period in which exercise is allowed following the date on which of the Warrants will no longer be exercisable. (b) Subject to Grantee's Termination of Service for any reason, that portion of the terms and conditions set forth herein, each Warrant shall be Shares that was not exercisable at any time or from time to time during the 60-day period commencing on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Warrant Exercise Period"). (c) No Warrant shall be exercisable after the Close of Business on the last day of the Warrant Exercise PeriodGrantee's Termination of Service shall not become exercisable.

Exercise Period. (a) The Company will provide notice, --------------- as described below (the "Exercise Notice"), of the occurrence of the Triggering Event not more than 15 calendar days after the occurrence thereof. If the Payment is payable by the United States Government in installments, the Triggering Event will not be deemed to have occurred until the Bank receives the last installment of the Payment. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect to the other Holders: (i) that the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date on which the Warrants will no longer be exercisable. (b) Subject to the terms and conditions set forth herein, each Warrant the Warrants shall be exercisable at any time or and from time to time during on or after the 60-Issue Date. Notwithstanding the foregoing, the Holders will be able to exercise the Warrants only if (i) the Common Share Shelf Registration Statement relating to the Warrant Shares is effective and (ii) the Warrant Shares are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such Holders reside except as otherwise provided in Section 5.01. The Company may instruct the Warrant Agent from time to time that Warrants held by a member of the Board of Directors, an Officer of the Company or an Affiliate of the Company are subject to further restrictions on exercise related to compliance with applicable securities laws, in which case the Warrant Agent shall not permit the exercise of such Warrants without the consent of the Company. (b) Subject to the other provisions of this Section 3.02, the Warrants will expire and cease to be exercisable at 5:00 p.m. New York City time on June 11, 2026 (as adjusted under this Section 3.02, the “Expiration Date”). (c) Following the last day of any 30 consecutive Trading Day period commencing in which the daily VWAPs of the Common Shares has been at least 75.000% of the Exercise Price for at least 20 Trading Days (whether or not consecutive) (the “Price Condition”), the Company may elect to do any of the following: (i) accelerate the Expiration Date pursuant to Section 3.02(f), (ii) terminate the right to receive the Incentive Share Fraction when exercising the Warrants by (a) delivering Designated Notes and/or (b) paying cash, (iii) terminate the right to exercise the Warrants using cash or Designated Notes and/or (iv) modify the amount and calculation of the Incentive Share Fraction. (d) The Company shall issue a press release (the “Price Condition Notice”) within five Business Days after market close on the date on which the Exercise Price Condition is met if it elects to take an action permitted under Section 3.02(c). Such Price Condition Notice shall describe the action the Company has elected to take and the effective date of such election, which effective date shall not be fewer than 20 Business Days following the date the Price Condition Notice is first sent released. (e) Prior to Holders the date that is 20 Business Days prior to the Expiration Date, the Company may elect to revoke, reinstate, alter or modify any action taken under Section 3.02(c); provided, however, that the Company may not revoke, reinstate, alter or modify the acceleration of the Expiration Date pursuant to Section 3.2(a) (the "Warrant Exercise Period"3.02(f), which shall be irrevocable. (cf) No Warrant Notwithstanding Section 3.02(b), the Company shall have the right to accelerate the Expiration Date for any reason with 20 Business Days’ prior public notice by press release. The date specified by the Company in such public notice shall be exercisable after the Close “Expiration Date” for the purposes of Business on the last day of the this Warrant Exercise PeriodAgreement.

Exercise Period. (a) The Company will provide noticeSubject to Section 1.1(b), --------------- as described below the holder of the Warrant (the "Exercise Notice")“Holder”) may exercise the Warrant, of in whole or in part, at any time on or after the occurrence of a Liquidity Event (the Triggering Event not more than 15 calendar days after “Exercise Period”), solely in connection with a sale of the occurrence thereof. If the Payment is payable Warrant Shares by the United States Government in installments, the Triggering Event will not be deemed Holder to have occurred until the Bank receives the last installment of the Payment. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Third Party Buyer (a “Holder at such Holder's address as it appears on the Certificate RegisterSale Transaction”); provided, however, that neither if such Liquidity Event is terminated or abandoned for any reason, the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity vesting of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day Period and any purported exercise of the Warrant in connection therewith shall be deemed to have been void ab initio and the Company shall have no obligation or liability for any failure to issue Warrant Shares in respect thereof except to refund any Exercise Price theretofore paid by the Holder and the Warrant shall continue in full force and effect. The Warrant will be deemed exercised, without regard to the Exercise Period or delivery of a Subscription Notice (as provided in Section 1.2), under the circumstances set forth in Sections 5.2(c) and 8. (b) If the Holder desires to engage in a Holder Sale Transaction at any time during the Exercise Period with respect to the Warrant or any Warrant Shares (other Holders:than in connection with a Public Offering, Change of Control, Drag-Along Closing or Tag-Along Closing), the Holder shall deliver to CMH (with a copy to the Company and the CD&R Investor) written notice (a “Notice of Sale”), stating the Holder’s intention to effect such a sale, and shall comply with the provisions of this Section 1.1(b). (i) CMH may make an offer (the “CMH Offer”) to the Holder to acquire the Warrant or any Warrant Shares upon terms and conditions set out in a written notice (the “Offer Notice”) to the Holder within 10 Business Days after receipt of the Notice of Sale (the “Offer Period”). The Offer Notice shall state the number of Warrant Shares subject to such sale, the proposed cash purchase price therefor and any other material terms and conditions of the proposed sale. The CMH Offer (A) shall be accompanied by evidence of CMH’s ability to fund the purchase price set forth therein, (B) shall be in form and substance so as to be immediately acceptable by the Holder, (C) shall provide that the Triggering Event has occurred,proposed sale shall be consummated within 30 days after the Holder’s acceptance of such CMH Offer and (D) will remain open, irrevocable and unconditional (except for a condition that the proposed sale does not violate any applicable laws) until the expiration of the Holder Acceptance Period (and, to the extent such CMH Offer is accepted during such period, until the consummation of the sale contemplated thereby). (ii) The Holder shall have the aggregate number right and option, for a period of shares for which 10 Business Days after receipt of the Warrants are exercisable,Offer Notice (the “Holder Acceptance Period”), to accept the sale of the Warrant or Warrant Shares at the purchase price and on the terms and conditions stated in the Offer Notice. Such acceptance shall be made by delivering a written notice of such acceptance (an “Acceptance Notice”) to CMH prior to the end of the Holder Acceptance Period. (iii) If CMH shall not have delivered an Offer Notice prior to the number expiration of shares the Offer Period, then the Holder may consummate a Holder Sale Transaction at any time within 180 days after the expiration of Common Stock for which one Warrant is exercisable,the Offer Period (the “Restricted Open Sale Period”) and the rights and obligations of the Holder and CMH under Sections 1.1(b)(iv) through (viii) shall not apply to such Holder Sale Transaction; provided, that any such sale shall be consummated in compliance with all applicable rules and regulations under the Securities Act. (iv) If the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date on which the Warrants will no longer be exercisable. (b) Subject Holder shall not have accepted a CMH Offer prior to the expiration of the Holder Acceptance Period, then the Holder may consummate a Holder Sale Transaction at any time within the Restricted Open Sale Period pursuant to an offer (an “Acceptable Offer”) providing for (A) a purchase price that is not less than 110% of the value of the purchase price set forth in the Offer Notice and (B) other terms and conditions that are not materially less favorable to the Holder than the other terms and conditions set forth hereinin the Offer Notice; provided, each Warrant that any such sale shall be exercisable at any time or from time to time during consummated in compliance with all applicable rules and regulations under the 60-day period commencing on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Warrant Exercise Period")Securities Act. (cv) No If the Holder desires to effect a Holder Sale Transaction during the Restricted Open Sale Period pursuant to an offer that does not constitute an Acceptable Offer (an “Unacceptable Offer”), (A) at least five Business Days prior to consummating such Holder Sale Transaction, the Holder shall deliver to CMH written notice of the terms and conditions of such Unacceptable Offer (an “Unacceptable Offer Notice”), and (B) at least five Business Days prior to delivering such Unacceptable Offer Notice, the Holder shall deliver to CMH written notice (a “Notice of an Unacceptable Offer Negotiation”) that the Holder believes that it is negotiating an offer that is likely to constitute an Unacceptable Offer. (vi) Within three Business Days after its receipt of an Unacceptable Offer Notice (the “Counter-Offer Period”), CMH may make a written offer to the Holder to acquire the Warrant or the Warrant Shares at a purchase price that is not less than the purchase price provided for in the Unacceptable Offer and on other terms and conditions that are not materially less favorable to the Holder than the other terms and conditions provided for in the Unacceptable Offer (a “Counter-Offer”). Any Counter-Offer (A) shall be exercisable accompanied by evidence of CMH’s ability to fund the purchase price set forth therein, (B) shall be in form and substance so as to be immediately acceptable by the Holder, (C) shall provide that the proposed sale shall be consummated within 30 days after the Close Holder’s acceptance of such Counter-Offer and (D) will remain open, irrevocable and unconditional (except for a condition that the proposed sale does not violate any applicable laws) for 30 days after delivery of the Counter-Offer to the Holder (and, to the extent such Counter-Offer is accepted during such period, until the consummation of the sale contemplated thereby). If the Holder shall not have accepted such Counter-Offer within 30 days after delivery of such Counter-Offer to the Holder, then the Holder shall be deemed to have rejected such Counter-Offer and the Holder shall be prohibited from consummating the Unacceptable Offer giving rise to such Counter-Offer without first complying anew with the provisions of this Section 1.1(b) with respect to any such proposed Holder Sale Transaction. (vii) If CMH shall not have elected to make a Counter-Offer for the Warrant or the Warrant Shares prior to the expiration of the Counter-Offer Period, then the Holder may Transfer the Warrant or the Warrant Shares pursuant to the applicable Unacceptable Offer within two Business on Days after the last day expiration of the Counter-Offer Period; provided, that any such Transfer shall be consummated in compliance with all applicable rules and regulations under the Securities Act. (viii) In connection with the consummation of any sale of the Warrant Exercise Periodor Warrant Shares pursuant to a CMH Offer or a Counter-Offer, the Holder shall make the deliveries and provide the representations and warranties set forth in Section 6.3(b) with respect to the Warrant and mutatis mutandi with respect to the sale of the Warrant Shares in connection with the closing of the CMH Offer or Counter-Offer. (ix) The Holder shall notify CMH (with a copy to the Company and the CD&R Investor) of the consummation of any Holder Sale Transaction and shall furnish such evidence of the closing (including the time of closing) of such transaction and of the terms thereof as CMH, the Company or the CD&R Investor may reasonably request. In the event that the Warrant or the Warrant Shares are not sold or otherwise transferred by the Holder during the Restricted Open Sale Period in accordance with the provisions of this Section 1.1(b), the right of the Holder to transfer the Warrant or the Warrant Shares shall expire and the obligations set forth in this Section 1.1(b) shall be reinstated. (x) Notwithstanding anything to the contrary herein, without the prior written consent of the Principal Stockholders, prior to the sixth anniversary of the Closing Date, the Holder shall not consummate any Holder Sale Transaction with any purchaser other than a Financial Party who shall agree in writing to not transfer any Warrant Shares to any purchaser other than a Financial Party prior to the sixth anniversary of the Closing Date; provided, however, that if the comparable transfer restrictions in the Stockholders Agreement are amended, modified or waived in any manner that is more favorable to, or less restrictive upon, the CD&R Investor, then this clause (x) shall be deemed amended to conform to such more favorable or less restrictive provision. The Company shall promptly provide the Holder with the language of any such amendment (it being understood that no such communication shall be required for any such amendment to become effective).

Exercise Period. 2.1 Section 7(a) of each Stock Option Agreement governing Options granted under the 2002 Equity Incentive Plan shall be amended and restated in its entirety to read as follows: “one year after the termination of your Continuous Service for any reason other than your Disability or death, provided that if during any part of such one-year period your option is not exercisable solely because of the condition set forth in Section 6, your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of one year after the termination of your Continuous Service;” 2.2 Section 8(a) of each Stock Option Agreement governing Options granted under the 2010 Equity Incentive Plan shall be amended and restated in its entirety to read as follows: “one year after the termination of your Continuous Service for any reason other than your Disability or death;” 2.3 Section 8(c) of each Stock Option Agreement governing Options granted under the 2010 Equity Incentive Plan shall be amended and restated in its entirety to read as follows: “one year after your death if you die either during your Continuous Service or within one year after your Continuous Service terminates for any reason;” 2.4 The section titled “Expiration of Vested Options After Service Terminates” of each Stock Option Agreement governing Options granted under the 2013 Omnibus Incentive Plan shall be amended and restated in its entirety to read as follows: “If your Service terminates for any reason, other than death, Disability or Cause, then the vested portion of the Option will expire at the close of business at Company headquarters one year after your termination date. If your Service terminates because of your death or Disability, or if you die during the one-year period after your termination for any reason (a) The Company will provide notice, --------------- as described below (the "Exercise Notice"other than Cause), then the vested portion of the occurrence Option will expire at the close of the Triggering Event not more than 15 calendar days after the occurrence thereof. If the Payment is payable by the United States Government in installments, the Triggering Event will not be deemed to have occurred until the Bank receives the last installment of the Payment. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder business at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect to the other Holders: (i) that the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date on which the Warrants will no longer be exercisable. (b) Subject to the terms and conditions set forth herein, each Warrant shall be exercisable at any time or from time to time during the 60-day period commencing Company headquarters on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(atwelve (12) (the "Warrant Exercise Period"). (c) No Warrant shall be exercisable months after the Close date of Business on your death or termination for Disability. During that twelve (12) month period, your estate or heirs may exercise the last day vested portion of the Warrant Exercise PeriodOption. If your Service is terminated for Cause, then you shall immediately forfeit all rights to your entire Option and the Option shall immediately expire.”

Exercise Period. (a) The Company will provide notice, --------------- as described below (the "Exercise Notice"), of the occurrence of the Triggering Event not more than 15 calendar days after the occurrence thereof. If the Payment is payable by the United States Government in installments, the Triggering Event will not be deemed to have occurred until the Bank receives the last installment of the Payment. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means of a press release to the one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the no failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect Period, except as to the other HoldersHolder to whom the Company has failed to give such notice by mail or except as to the Holder whose notice was defective. The Exercise Notice shall state the following: (i) that the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, exercisable and (vi) the date on which the Warrants will no longer be exercisable. (b) Subject to the terms and conditions set forth herein, each Warrant shall be exercisable at any time or from time to time during the 60-sixty- day period commencing on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Warrant Exercise Period"). (c) No Warrant shall be exercisable after the Close of Business on the last day of the Warrant Exercise Period.

Exercise Period. METHOD OF EXERCISE. These Warrants shall vest and become exercisable as follows: (a) The Company will provide noticewith respect to ***** shares of Common Stock, --------------- as described below one (the "Exercise Notice"), of the occurrence of the Triggering Event not more than 15 calendar days 1) year after the occurrence thereof. If date first written above; and (b) with respect to an additional ***** shares of Common Stock, at the Payment is payable by the United States Government in installments, the Triggering Event will not be deemed to have occurred end of each consecutive one (1) year period thereafter until the Bank receives Warrants have become exercisable with respect to the last installment total number of the Payment. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means shares of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate RegisterCommon Stock set forth above; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity vesting of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect shall be subject to the other Holders: condition that that certain Advisory Agreement dated as of ___________________, 1997 (ithe "Advisory Agreement") that between SportsLine and the Triggering Event has occurred, (ii) Holder, as amended or modified, shall be in effect at the aggregate number relevant vesting date(s), and no further Warrants shall vest on or after the expiration, nonrenewal or termination of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date on which the Warrants will no longer be exercisable. (b) said agreement. Subject to the terms and conditions set forth hereinforegoing, each Warrant shall any vested Warrants may be exercisable exercised, in whole or in part, at any time time, or from time to time during the 60-day period commencing on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Warrant Exercise Period"). (c) No Warrant shall be exercisable after the Close of Business hereof and expiring on the last day date of expiration or earlier termination of the Advisory Agreement, by presentation and surrender of these Warrants to the Company at its principal office (which on the date hereof is 6340 N.W. 5th Way, Ft. Lauderdale, Florida 33309), or at the office ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇r agent (which on the date hereof is the Company), if any, with the Warrant Exercise Period.Form attached hereto duly executed and accompanied by payment (either in cash or by certified or official bank check or checks, payable to the order of the Comparny) of the Exercise Price for the number of shares specified in such form. If these Warrants are exercised in part only, the Company shall, upon surrender of these Warrants CONFIDENTIAL AND PROPRIETARY

Exercise Period. (a) The Company will provide notice, --------------- as described below (the "Exercise Notice"), of the occurrence of the Triggering Event not more than 15 calendar days after the occurrence thereof. If the Payment is payable by the United States Government in installments, the Triggering Event will not be deemed to have occurred until the Bank receives the last installment of the Payment. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect to the other Holders: (i) that the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date on which the Warrants will no longer be exercisable. (b) Subject to the terms and conditions set forth herein, each Warrant the Warrants shall be exercisable at any time or and from time to time during on or after the 60-day period commencing Issue Date until the earlier of (x) 5:00 p.m. New York City time on the date Expiration Date and (y) 5:00 p.m. New York City time on the Business Day prior to the Redemption Date. Notwithstanding the foregoing, the Holders will be able to exercise the Warrants only if (i) the Common Stock Shelf Registration Statement relating to the Warrant Shares is effective and (ii) the Warrant Shares are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such Holders reside except as otherwise provided in Section 5.01. The Company may instruct the Exercise Notice is first sent Warrant Agent from time to Holders time that Warrants held by a member of the Board of Directors, an Officer of the Company or an Affiliate of the Company are subject to further restrictions on exercise related to compliance with applicable securities laws, in which case the Warrant Agent shall not permit the exercise of such Warrants without the consent of the Company. (b) Subject to the other provisions of this Section 3.02, unless an earlier Redemption Date has been set in accordance with Article VI or the Expiration Date has been adjusted pursuant to Section 3.2(a) 3.02(c), the Warrants will expire and cease to be exercisable at 5:00 p.m. New York City time on December 19, 2023 (as may be adjusted under this Section 3.02, the "Warrant Exercise Period"“Expiration Date”). (c) No Warrant shall be exercisable after Unless the Close of Business on Company has previously issued a Redemption Notice with respect to the Warrants in accordance with Article VI, then following the last day of the Warrant first 30 consecutive Trading Day period to occur in which the daily VWAPs of the shares of Common Stock has been at least equal to the then applicable Implied Per Share Exercise PeriodPrice on each of 20 Trading Days (whether or not consecutive) (the “Price Condition”, and the last Trading Day of such first 30 consecutive Trading Day period to occur as aforesaid, the “Price Condition Date”), the Expiration Date will automatically accelerate to the date that is the fifth (5th) Business Day following the Price Condition Date; provided that the Company may, at its sole option, elect to a later Expiration Date by giving notice thereof in the press release to be issued pursuant to Section 3.02(d). (d) The Company shall issue a press release (the “Price Condition Notice”) on the Business Day following the Price Condition Date, unless a Redemption Notice has previously been issued, in which case no Price Condition Notice shall be required. Such Price Condition Notice shall state that the Price Condition has been met and state the Expiration Date.

Exercise Period. Each Registered Holder may exercise, in whole or in part, but not as to a fractional share of Common Stock, the purchase rights represented by this Warrant, solely on a cashless exercise basis in accordance with paragraph 1B(ii), at any time and from time to time after the Date of Issuance to and including November 17, 2015 (the “Expiration Date”). Each Registered Holder shall be required to exercise (subject to Section 13), in whole or in part, but not as to a fractional share of Common Stock, the purchase rights represented by this Warrant, solely on a cashless exercise basis in accordance with paragraph 1B(ii), on the date (the “Company Mandatory Exercise Date”, and the period from the Date of Issuance through the earlier of the Expiration Date and the Company Mandatory Exercise Date, the “Exercise Period”) that is 30 days following the Company’s notice to the Registered Holder (a “Company Mandatory Exercise Notice”) that (a) The Company will provide notice, --------------- as described below the average of the Closing Prices of Common Stock for at least 30 consecutive trading days (the "first time such condition is satisfied after the Date of Issuance, the “30-Day Average Closing Price”) has exceeded $15.00 (subject to adjustment for stock splits, stock dividends, recapitalizations or other similar events with respect to the Common Stock), (b) the Closing Price of the Common Stock has exceeded $15.00 (subject to adjustment for stock splits, stock dividends, recapitalizations or other similar events with respect to the Common Stock) for at least the 10 consecutive trading days immediately preceding the date of delivery of the Company Mandatory Exercise Notice"), of the occurrence of the Triggering Event not more than 15 calendar days after the occurrence thereof. If the Payment is payable (c) there shall be an effective registration statement, approved by the United States Government in installmentsSecurities and Exchange Commission, with respect to the Triggering Event will not shares to be deemed issued or issuable pursuant to have occurred until this Warrant and (d) the Bank receives the last installment of the Payment. The Exercise Notice Common Stock shall be dated the date it is first sent to Holders designated for quotation on The New York Stock Exchange, Inc., The NASDAQ Global Select Market or The NASDAQ Global Market and shall be provided not have been suspended from trading nor shall proceedings for such delisting or suspension have been commenced, threatened or pending either (1) in writing or (2) by means falling below the minimum listing maintenance requirements of a press release to one The New York Stock Exchange, Inc., The NASDAQ Global Select Market or more national news services and by mailing such notice first classThe NASDAQ Global Market, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Registerapplicable; provided, however, that neither if the failure registration statement referred to give in clause (c) above relates to the resale of some but not all of the shares then issuable pursuant to this Warrant, the Company Mandatory Exercise Notice shall be deemed to require the exercise of this Warrant with respect to the shares that may be resold pursuant to such -------- ------- notice registration statement and any shares which may be sold by mail the Registered Holders pursuant to Rule 144 without compliance with the current public information requirements of such rule, or subject to any particular Holder nor any defect therein volume, manner of sale or timing restrictions or other conditions. If the conditions in clause (c) and (d) of the immediately preceding sentence cease to be satisfied as of the Company Mandatory Exercise Date (and are not waived by the Registered Holders), then the Registered Holders shall not be required to exercise this Warrant and the Company Mandatory Exercise Notice shall be null and void, ab initio; provided, however, that the foregoing shall not affect the validity Company’s right to require the exercise of the this Warrant by delivery of a subsequent Company Mandatory Exercise Notice or at such time as the expiration of all Warrants on conditions in clauses (a) through (d) are satisfied. To the Close of Business extent this Warrant is still outstanding, at 5:00 p.m., New York City time on the last day of the Exercise Period, the portion of this Warrant Exercise Period with respect not exercised prior thereto shall be and become void and of no value, provided, that, subject to Section 13 and unless a Registered Holder delivers a notice to the other Holders: (i) that contrary, if the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant Closing Price on such date is exercisable, (iv) greater than the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisableon such Date, and (vi) the date on which the Warrants will no longer be exercisable. (b) Subject to the terms and conditions set forth herein, each then this Warrant shall be exercisable deemed to have been exercised in full (to the extent not previously exercised) at any 5:00 p.m. New York City time or from time to time during the 60-day period commencing on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Warrant Exercise Period")such date. (c) No Warrant shall be exercisable after the Close of Business on the last day of the Warrant Exercise Period.

Exercise Period. (a) The Company will provide written notice, --------------- as described below (the "Exercise Notice")) to each Holder and the Warrant Agent, of the occurrence of the Triggering Event Trigger not more than 15 calendar days after the occurrence thereof. If the Payment Amount Recovered is payable by the United States Government government in installments, the Triggering Event Trigger will not be deemed to have occurred until the Bank receives the last installment of the PaymentAmount Recovered. The Exercise Notice shall will be dated the date it is first sent to Holders and shall the Warrant Agent and will be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder or the Warrant Agent nor any defect therein shall will affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect to the other Holders. The Exercise Notice will contain the following information: (i) that the Triggering Event Trigger has occurred, (ii) the aggregate total number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price (if any) per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date on which the Warrants will no longer be exercisable. (b) Subject to the terms and conditions set forth herein, each Warrant shall will be exercisable at any time or from time to time during the 60-day period commencing on the date on which the Exercise Notice is first sent to Holders and the Warrant Agent pursuant to Section 3.2(a) (the "Warrant Exercise Period"). (c) No Warrant shall will be exercisable after the Close of Business on the last day of the Warrant Exercise Period.

Exercise Period. (a) The Company will provide notice, --------------- as described below This Warrant shall be exercisable commencing immediately upon issuance and ending at 5:00 p.m. on the earlier of: (i) the "Exercise Notice"), fifth anniversary of the occurrence of the Triggering Event not more than 15 calendar Warrant Issue Date; or (ii) fifteen (15) days after the occurrence thereof. If Company notifies the Payment is payable by Holder in writing that the United States Government in installmentsaverage closing bid price of the Company's Common Stock on its Principal Market for twenty (20) consecutive trading days was a price equal to at least three (3) times the Exercise Price. (b) Notwithstanding any other provision herein, the Triggering Event will Company shall not be deemed obligated to have occurred until the Bank receives the last installment issue any Warrant Shares upon exercise of the Payment. The Exercise Notice shall be dated the date it is first sent to Holders this Warrant if and shall be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect to the other Holders: (i) that extent the Triggering Event has occurred, (ii) the aggregate number issuance of shares for which the Warrants are exercisable, (iii) such Warrant Shares would exceed the number of shares of the Company's Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date on which the Warrants will no longer be exercisable. (b) Subject to the terms and conditions set forth herein, each Warrant shall be exercisable at any time or from time to time during the 60-day period commencing on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Exchange Cap") then permitted to be issued without violation of the rules or regulations of the Principal Market, except that such limitation shall not apply in the event that the Corporation obtains (or is deemed by the Corporation to have obtained) the approval of its stockholders as required by applicable rules and regulations of the Principal Market for issuances of the Company's Common Stock in excess of the Exchange Cap. If and to the extent the Exchange Cap applies, no Holder shall be issued, upon exercise of this Warrant, shares of Common Stock in an amount greater than the product of (x) the Exchange Cap amount multiplied by (y) a fraction, the numerator of which is the number of Warrant Exercise PeriodShares originally obtainable upon exercise of this Warrant and the denominator of which is the aggregate amount of all Warrant Shares obtainable upon exercise by all holders of warrants of like tenor issued in connection with the Company's Series G Preferred Stock financing (the "Cap Allocation Amount"). (c) No Warrant . In the event that any Holder shall sell or otherwise transfer all or a portion of this Warrant, the transferee shall be exercisable after allocated a pro rata portion of such Holder's Cap Allocation Amount. In the Close event that a requested exercise would violate the aforementioned rules, the Corporation agrees to undertake best efforts to obtain such approval within 180 days of Business on such request for exercise. For the last day purposes of this Warrant, "Principal Market" shall mean the Warrant Exercise PeriodAmerican Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, or the Nasdaq Smallcap Market, whichever is at the applicable time the principal trading exchange or market for the Company's Common Stock, based upon share volume.

Exercise Period. (a) The Company will provide notice, --------------- as described below (the "Exercise Notice"), of the occurrence of the Triggering Event not more than 15 calendar days after the occurrence thereof. If the Payment is payable purchase rights represented by the United States Government this Warrant may be made, in installmentswhole or in part, the Triggering Event will not be deemed to have occurred until the Bank receives the last installment of the Payment. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect to the other Holders: (i) that the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date on which the Warrants will no longer be exercisable. (b) Subject to the terms and conditions set forth herein, each Warrant shall be exercisable at any time or from time to time time, during the 60-day period commencing on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Warrant Exercise Period"). (c) No Warrant shall be exercisable after the Close of Business on the last day of the Warrant Exercise Period, by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto. Within three (3) trading days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Conversion Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Wa1Tant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Conversion Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Conversion Shares purchasable hereunder in an amount equal to the applicable number of Warrant Conversion Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Conversion Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) business day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Conversion Shares hereunder, the number of Warrant Conversion Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise Period. Options may be exercised only upon the following terms and conditions: (a) The Company will provide notice, --------------- as described below (the "Exercise Notice"), One-fifth of the occurrence options granted on a Grant Date will become exercisable on each of the Triggering Event not more than 15 calendar days after the occurrence thereoffirst, second, third, fourth, and fifth anniversaries of such Grant Date. If the Payment is payable by the United States Government in installments[ALTERNATIVELY, the Triggering Event will not be deemed to have occurred until the Bank receives the last installment of the PaymentONE-HALF OF THE TOTAL NUMBER OF OPTIONS GRANTED WILL BECOME EXERCISABLE WHEN THE COMMON STOCK CLOSES ON THE NEW YORK STOCK EXCHANGE AT OR ABOVE $______ PER SHARE. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means of a press release to one or more national news services and by mailing such notice first classIF THE COMMON STOCK CLOSES ON THE NEW YORK STOCK EXCHANGE AT OR ABOVE $______ PER SHARE, postage prepaidTHEN THE REMAINING OPTIONS GRANTED WILL BECOME EXERCISABLE. IF THE COMMON STOCK IS NOT LISTED ON THE NEW YORK STOCK EXCHANGE, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect to the other Holders: (i) that the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date on which the Warrants will no longer be exercisableTHEN ANY REFERENCE IN THIS AGREEMENT TO THE NEW YORK STOCK EXCHANGE WILL BE DEEMED TO BE THE PRINCIPAL SECURITIES EXCHANGE ON WHICH THE COMMON STOCK IS TRADED.] (b) Subject The right to exercise options will be cumulative. An option must be exercised in multiples of 10% of the terms and conditions set forth herein, each Warrant shall be exercisable at any time or from time to time during the 60-day period commencing on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Warrant Exercise Period")options then exercisable. (c) No Warrant Any options which remain unexercised on the tenth anniversary of the Grant Date will expire. (d) In the event that Grantee stands for reelection as a director of the Company but fails to be reelected, such failure shall not affect options granted hereunder. In all other events where Grantee does not continue as a director of the Company, Grantee may thereafter exercise only those options that were exercisable upon the date Grantee ceased to be exercisable a director and only during the period occurring within two years after Grantee ceased to be a director (but not after the Close of Business on the last day expiration of the Warrant Exercise PeriodOption Term), and to the extent not exercised in such two-year period the options will expire; provided, that, in the event of the death of Grantee, the options may be exercised as provided in Section 2.7(a) of the Plan. Reference is made to the Plan for other terms and conditions upon which the options may be exercised or terminate. (e) Options may be exercised only if the Common Stock is duly registered under the Securities Act of 1933 and applicable state securities laws, or unless the issuance is exempt from such registrations.

Exercise Period. (a) The Company will provide noticeSubject to section 2(b), --------------- as described below the Option Holder shall have the right to purchase all or any portion of the optioned Shares at any time during the period (the "Exercise NoticePeriod"), ) commencing on the Earliest Vesting Date and ending on the earliest to occur of the occurrence following dates: (i) the close of business on the date of the Triggering Event not more than 15 calendar days after the occurrence thereof. If the Payment is payable by the United States Government in installments, the Triggering Event will not be deemed Option Holder’s termination of service due to have occurred until the Bank receives the resignation or immediately upon Termination for Cause; (ii) last installment day of the Payment. The Exercise Notice shall be dated 3-month period commencing on the date it is first sent to Holders and shall be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity of the Exercise Notice or the expiration termination of all Warrants on service with the Close of Business on Company and Provident Bank due to a discharge that is not a Termination for Cause; (iii) the last day of the Warrant Exercise Period 1-year period commencing on the date of termination of all service with respect the Company and Provident Bank due to the other Holders: (i) that the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable,death, Disability or Retirement, and (iv) the Exercise Price per Warrant, (v) last day of the manner in which the Warrants are exercisable, and (vi) ten-year period following the date on which the Warrants will no longer be exercisableOption was granted. (b) Subject If the Option is designated as an ISO, the favorable tax treatment applicable to incentive stock options may not apply if it is exercisable more than three months after termination of employment for reasons other than death or total and permanent disability (within this meaning of section 22(e)(3) of the terms Code) or more than one year after termination of employment due to total and conditions set forth herein, each Warrant shall be exercisable at any time or from time to time during the 60-day period commencing on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Warrant Exercise Period")permanent disability. (c) No Warrant shall If the Option has an Earliest Exercise Date that is before its Vesting Date, the Option may be exercisable after exercised before it is vested. In this case, the Close of Business Shares issued will bear a restrictive legend and will be nontransferable and subject to forfeiture until their Vesting Date. (d) To become vested in an Option, the Option Holder must be in continuous service with the Company and/or Provident Bank during the period beginning on the last day Grant Date and ending on the Vesting Date. In addition, the disinterested members of the Warrant “Committee” (as defined in the 2012 Stock Incentive Plan) must determine in its discretion that the Option ▇▇▇▇▇▇'s performance as an officer or employee has been satisfactory. In general, performance is considered satisfactory if the Option Holder has been the subject of a formal written performance appraisal within the most recent 12 months and received a salary increase or one-time payment in lieu of a salary increase and no material negative change in the performance level has occurred. If performance is not determined to have been satisfactory, or, if the Option Holder terminated service with the Company prior to a Vesting Date, any Options granted hereunder that are scheduled to vest on that Vesting Date, and any Shares issued upon exercise of such an Option, are deemed forfeited for that Option Holder. In the event of the Option Holder’s termination of service with the Company due to death, Disability or Retirement, unvested Options with a Vesting Date that occurs during the calendar year of termination or the following calendar year, and any Shares issued upon exercise of such Options, will be deemed vested as of the termination date. Options that are forfeited will be immediately canceled and will cease to be exercisable. Any Shares that are forfeited must be returned to the Company in exchange for a payment equal to Exercise PeriodPrice paid for the Shares or their Fair Market Value on the date forfeited, whichever is less. In the event of a Change in Control, all Options evidenced by this Agreement that were not previously forfeited will be 100% vested. (e) To qualify for Retirement, the Option Holder must, as of the termination date, enter into a retirement agreement with the Company in a form approved by the Committee, within the Committee’s discretion, and under which the Option Holder agrees, for a period of 2 years, to provide consulting services to the Company and Provident Bank (as specified in Section 2.46 of the Plan) and to refrain from competing with or soliciting employees and customers of the Company and Provident Bank.

Exercise Period. (a) The Company will provide notice, --------------- as described below (the "Exercise Notice"), of the occurrence of the Triggering Event not more than 15 calendar days after the occurrence thereof. If the Payment is payable by the United States Government in installments, the Triggering Event will not be deemed to have occurred until the Bank receives the last installment of the Payment. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect to the other Holders: (i) that the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date on which the Warrants will no longer be exercisable. (b) 4.2.1 Subject to the terms and conditions set forth herein, each Warrant the Warrants shall be exercisable at any time or and from time to time during on or after the 60-day period commencing Initial Exercise Date until: (a) in the case of the Cash Exercise Stakeholder Warrants, the Close of Business on April 2, 2029 (the date on which the “Cash Exercise Notice is first sent to Holders pursuant to Section 3.2(aWarrant Expiration Date”) (unless such date is not a Business Day, in which case the "Cash Exercise Warrant Expiration Date will be the next Business Day); and (b) in the case of the Net Settle Stakeholder Warrant, the Close of Business on April 30, 2032 (the “Net Settle Warrant Expiration Date” (unless such date is not a Business Day, in which case the Net Settle Warrant Expiration Date will be the next Business Day) and, together with the Cash Exercise Period"Warrant Expiration Date, the “Expiration Date”). (c) No Notwithstanding the foregoing, the Holders will be able to exercise the Cash Settle Stakeholder Warrants only if (i) the Shelf Registration Statement relating to the Warrant Shares is effective and the Exercise Date does not fall in an Exercise Suspension Period and (ii) the Warrant Shares are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such Holders reside except as otherwise provided in Section 6.1. The Company may instruct the Warrant Agent in writing from time to time that Warrants held by a member of the Board, an Officer of the Company or an Affiliate of the Company are subject to further restrictions on exercise related to compliance with applicable securities laws, in which case the Warrant Agent shall not permit the exercise of such Warrants without the written consent of the Company. 4.2.2 Subject to the other provisions of this Section 4.2, (i) the Cash Exercise Stakeholder Warrants will expire and cease to be exercisable after the Close of Business on the last day of Cash Exercise Warrant Expiration Date and (ii) the Net Settle Stakeholder Warrants will expire and cease to be exercisable on the Net Settle Warrant Exercise Period.Expiration Date

Exercise Period. (a) The Company will provide notice, as --------------- as described below (the "Exercise Notice"), of the occurrence of the Triggering Event not more than 15 calendar days after the occurrence thereof. If the Payment is payable by the United States Government in installments, the Triggering Event will not be deemed to have occurred until the Bank receives the last installment of the Payment. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect to the other Holders: (i) that the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date on which the Warrants will no longer be exercisable. (b) Subject to the terms and conditions set forth herein, each Warrant shall be exercisable at any time or from time to time during the 60-day period commencing on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Warrant Exercise Period"). (c) No Warrant shall be exercisable after the Close of Business on the last day of the Warrant Exercise Period.

Exercise Period. (a) The Company will provide notice, --------------- as described below (the "Exercise Notice")) to each Holder and the Warrant Agent, of the occurrence of the Triggering Event Trigger not more than 15 calendar days after the occurrence thereof. If the Payment Amount Recovered is payable by the United States Government government in installments, the Triggering Event Trigger will not be deemed to have occurred until the Bank receives the last installment of the PaymentAmount Recovered. The Exercise Notice shall will be dated the date it is first sent to Holders and shall will be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall will affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect to the other Holders. The Exercise Notice will contain the following information: (i) that the Triggering Event Trigger has occurred, (ii) the aggregate total number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date on which the Warrants will no longer be exercisable. (b) Subject to the terms and conditions set forth herein, each Warrant shall will be exercisable at any time or from time to time during the 60-day period commencing on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Warrant Exercise Period"). (c) No Warrant shall will be exercisable after the Close of Business on the last day of the Warrant Exercise Period.

Exercise Period. (a) The Company will provide noticeRegistered Holder may exercise this Warrant, --------------- in whole or in part (but not as described below to a fractional share of Warrant Stock), with respect to 735,000 shares of the Warrant Stock, subject to subsection (b) below, (subject to adjustment as herein provided at any time prior to 5:00 p.m. (New York time) on March 25, 2002, unless the right to purchase shares of Warrant Stock under this Warrant is earlier terminated pursuant to Section 13 (the "Exercise Notice"), of the occurrence of the Triggering Event not more than 15 calendar days after the occurrence thereof. If the Payment is payable by the United States Government in installments, the Triggering Event will not be deemed to have occurred until the Bank receives the last installment of the Payment. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect to the other Holders: (i) that the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date on which the Warrants will no longer be exercisable. (b) Subject to the terms and conditions set forth herein, each Warrant shall be exercisable at any time or from time to time during the 60-day period commencing on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Warrant Exercise Period"). (cb) No If at any time when the Junior Debt (as defined in that certain Intercreditor Agreement dated October 6, 1995 among Fleet Bank, National Association ("Fleet"), the Registered Holder, the Company and its subsidiaries listed therein, The Chase Manhattan Bank, N.A., Creditanstalt Bankverein and The Chase Manhattan Bank, N.A., as agent (the "Intercreditor Agreement")) is not in default the Company elects to permanently reduce the principal balance of the Loan (as defined in the Credit Agreement dated the date hereof among Fleet, the Company and the subsidiaries listed therein (the "Credit Agreement")) and reduce the Commitment (as defined in the Credit Agreement), then the Warrant shall (to the extent not previously exercised) be reduced such that the total Warrant Stock obtainable under this Section 2.1 (including any Warrant Stock previously issued pursuant to a partial exercise of this Warrant) is equal to the product of 735,000 shares times a fraction, the numerator of which is the Commitment following such reduction and the denominator of which is $3 million; provided, however, that upon an event of default that results in total payments by the Registered Holder to Fleet pursuant to the Guarantee Agreement dated October 6, 1995, as amended the date hereof among Fleet, the Registered Holder and the Company and its subsidiaries listed therein (the "Guarantee") of an amount greater than the Commitment then outstanding, then the Warrant shall be exercisable after increased such that the Close total Warrant Stock obtainable under this Section 2.1 (including any Warrant Stock previously issued pursuant to a partial exercise of Business on this Warrant) is equal to the last day product of 735,000 shares times a fraction (not to exceed 1.0), the numerator of which is the total payments made as of the Warrant Exercise Perioddate of such calculation by the Registered Holder to Fleet pursuant to the Guarantee and any additional amounts owed to the Registered Holder by the Company and its subsidiaries as of the date of such calculation pursuant to the terms of the Credit Agreement, and the denominator of which is $3 million.

Exercise Period. Options may be exercised only upon the following terms and conditions: (a) The Company will provide notice, --------------- as described below (the "Exercise Notice"), One-fifth of the occurrence options granted on a Grant Date will become exercisable on each of the Triggering Event not more than 15 calendar days after first, second, third, fourth, and fifth anniversaries of such Grant Date. [Alternatively, one-half of the occurrence thereoftotal number of options granted will become exercisable when the Common Stock closes on the New York Stock Exchange at or above $______ per share. If the Payment Common Stock closes on the New York Stock Exchange at or above $______ per share, then the remaining one-half of the options granted will become exercisable. If the Common Stock is payable by not listed on the United States Government New York Stock Exchange, then any reference in installments, this Agreement to the Triggering Event New York Stock Exchange will not be deemed to have occurred until be the Bank receives the last installment of the Payment. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect to the other Holders: (i) that the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date principal securities exchange on which the Warrants will no longer be exercisableCommon Stock is traded.] (b) Subject The right to exercise options will be cumulative. An option must be exercised in multiples of 10% of the terms and conditions set forth herein, each Warrant shall be exercisable at any time or from time to time during the 60-day period commencing on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Warrant Exercise Period")options then exercisable. (c) No Warrant Any options which remain unexercised on the tenth anniversary of the Grant Date will expire. (d) In the event that Grantee stands for reelection as a director of the Company but fails to be reelected, such failure shall not affect options granted hereunder. In all other events where Grantee does not continue as a director of the Company, Grantee may thereafter exercise only those options that were exercisable upon the date Grantee ceased to be exercisable a director and only during the period occurring within two years after Grantee ceased to be a director (but not after the Close of Business on the last day expiration of the Warrant Exercise Option Period), and to the extent not exercised in such two-year period the options will expire; provided, that, in the event of the death of Grantee, the options may be exercised as provided in Section 2.7(a) of the Plan. Reference is made to the Plan for other terms and conditions upon which the options may be exercised or terminate. (e) Options may be exercised only if the Common Stock is duly registered under the Securities Act of 1933 and applicable state securities laws, or unless the issuance is exempt from such registrations.

Exercise Period. (a) The Company will provide notice, --------------- as described below (the "Exercise Notice"), of the occurrence of the Triggering Event not more than 15 calendar days after the occurrence thereof. If the Payment is payable by the United States Government in installments, the Triggering Event will not be deemed to have occurred until the Bank receives the last installment of the Payment. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect to the other Holders: (i) that the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date on which the Warrants will no longer be exercisable. (b) 4.2.1 Subject to the terms and conditions set forth herein, each Warrant the Warrants shall be exercisable at any time or and from time to time during on or after the 60-day period commencing on the date on which the Initial Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Warrant Exercise Period").Date until: (ca) No Warrant shall be exercisable after in the case of the Cash Exercise Stakeholder Warrants, the Close of Business on April 2, 2029 (the last day “Cash Exercise Warrant Expiration Date”) (unless such date is not a Business Day, in which case the Cash Exercise Warrant Expiration Date will be the next Business Day); and (b) in the case of the Net Settle Stakeholder Warrant, the Close of Business on April 30, 2032 (the “Net Settle Warrant Expiration Date” (unless such date is not a Business Day, in which case the Net Settle Warrant Expiration Date will be the next Business Day) and, together with the Cash Exercise PeriodWarrant Expiration Date, the “Expiration Date”). Notwithstanding the foregoing, the Holders will be able to exercise the Cash Settle Stakeholder Warrants only if (i) the Shelf Registration Statement relating to the Warrant Shares is effective and the Exercise Date does not fall in an Exercise Suspension Period and (ii) the Warrant Shares are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such Holders reside except as otherwise provided in Section 6.1‎. The Company may instruct the Warrant Agent in writing from time to time that Warrants held by a member of the Board, an Officer of the Company or an Affiliate of the Company are subject to further restrictions on exercise related to compliance with applicable securities laws, in which case the Warrant Agent shall not permit the exercise of such Warrants without the written consent of the Company. 4.2.2 Subject to the other provisions of this Section 4.2, (i) the Cash Exercise Stakeholder Warrants will expire and cease to be exercisable on the Cash Exercise Warrant Expiration Date and (ii) the Net Settle Stakeholder Warrants will expire and cease to be exercisable on the Net Settle Warrant Expiration Date

Exercise Period. This Warrant shall not be exercisable prior to --------------- December 9, 1999. Thereafter, this Warrant shall be exercisable as follows: (a) The Company will provide notice, --------------- as described below This Warrant shall be exercisable only with respect to that portion of Shares that have vested (the "Exercise NoticeVested Shares"), of the occurrence of the Triggering Event not more than 15 calendar days after the occurrence thereof. If the Payment is payable by the United States Government in installments, the Triggering Event will not be deemed to have occurred until the Bank receives the last installment of the Payment. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect subject to the other Holders: restrictions in this Section 3. The Shares shall vest in equal monthly installments upon ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇'▇ completion of each of the twenty-four (i24) that months of continuous Service measured from and after the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date on which the Warrants will no longer be exercisableIssue Date. (b) Subject In the event that the Company is subject to a Change in Control on or after June 9, 1999, all of the terms Shares that have not yet vested shall immediately vest and conditions set forth herein, each Warrant shall be exercisable at any time or from time to time during the 60-day period commencing on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Warrant Exercise Period")become Vested Shares. (c) No This Warrant shall be exercisable after for up to seven hundred seventy-four thousand two hundred thirty (774,230) of the Close of Business Vested Shares, in whole or in part with respect to such Vested Shares, during the term commencing on the last day date that the closing price of the Company's Common Stock on the Nasdaq National Market has exceeded $10.00 per share for at least twenty (20) of the preceding thirty (30) consecutive trading days and ending on 5:00 p.m. on December 9, 2003. This Warrant Exercise Periodshall not be exercisable, at any time, with respect to any of the Shares that are not Vested Shares. (d) This Warrant shall become exercisable with respect to all of the Vested Shares, in whole or in part, during the term commencing on the date that the closing price of the Company's Common Stock on the Nasdaq National Market has exceeded $15.00 per share for at least twenty (20) of the preceding thirty (30) consecutive trading days and ending on 5:00 p.m. on December 9, 2003. This Warrant shall not be exercisable, at any time, with respect to any of the Shares that are not Vested Shares. (e) Notwithstanding paragraphs (a), (b), (c) and (d) of this Section 3, in the event that ▇▇. ▇▇▇▇▇▇▇▇ has provided continuous Service to the Company from the Warrant Issue Date through November 8, 2003 (the "End Vesting Date"), this Warrant shall become exercisable with respect to all of the Shares as of the End Vesting Date.

Exercise Period. Each Registered Holder may exercise, in whole or in part, but not as to a fractional share of Common Stock, the purchase rights represented by this Warrant, solely on a cashless exercise basis in accordance with paragraph 1B(ii), at any time and from time to time after the Date of Issuance to and including November 17, 2015 (the “Expiration Date”). Each Registered Holder shall be required to exercise (subject to Section 14), in whole or in part, but not as to a fractional share of Common Stock, the purchase rights represented by this Warrant, solely on a cashless exercise basis in accordance with paragraph 1B(ii), on the date (the “Company Mandatory Exercise Date”, and the period from the Date of Issuance through the earlier of the Expiration Date and the Company Mandatory Exercise Date, the “Exercise Period”) that is 30 days following the Company’s notice to the Registered Holder (a “Company Mandatory Exercise Notice”) that (a) The Company will provide notice, --------------- as described below the average of the Closing Prices of Common Stock for at least 30 consecutive trading days (the "first time such condition is satisfied after the Date of Issuance, the “30-Day Average Closing Price”) has exceeded $15.00 (subject to adjustment for stock splits, stock dividends, recapitalizations or other similar events with respect to the Common Stock), (b) the Closing Price of the Common Stock has exceeded $15.00 (subject to adjustment for stock splits, stock dividends, recapitalizations or other similar events with respect to the Common Stock) for at least the 10 consecutive trading days immediately preceding the date of delivery of the Company Mandatory Exercise Notice"), of the occurrence of the Triggering Event not more than 15 calendar days after the occurrence thereof. If the Payment is payable (c) there shall be an effective registration statement, approved by the United States Government in installmentsSecurities and Exchange Commission, with respect to the Triggering Event will not shares to be deemed issued or issuable pursuant to have occurred until this Warrant and (d) the Bank receives the last installment of the Payment. The Exercise Notice Common Stock shall be dated the date it is first sent to Holders designated for quotation on The New York Stock Exchange, Inc., The NASDAQ Global Select Market or The NASDAQ Global Market and shall be provided not have been suspended from trading nor shall proceedings for such delisting or suspension have been commenced, threatened or pending either (1) in writing or (2) by means falling below the minimum listing maintenance requirements of a press release to one The New York Stock Exchange, Inc., The NASDAQ Global Select Market or more national news services and by mailing such notice first classThe NASDAQ Global Market, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Registerapplicable; provided, however, that neither if the failure registration statement referred to give in clause (c) above relates to the resale of some but not all of the shares then issuable pursuant to this Warrant, the Company Mandatory Exercise Notice shall be deemed to require the exercise of this Warrant with respect to the shares that may be resold pursuant to such -------- ------- notice registration statement and any shares which may be sold by mail the Registered Holders pursuant to Rule 144 without compliance with the current public information requirements of such rule, or subject to any particular Holder nor any defect therein volume, manner of sale or timing restrictions or other conditions. If the conditions in clause (c) and (d) of the immediately preceding sentence cease to be satisfied as of the Company Mandatory Exercise Date (and are not waived by the Registered Holders), then the Registered Holders shall not be required to exercise this Warrant and the Company Mandatory Exercise Notice shall be null and void, ab initio; provided, however, that the foregoing shall not affect the validity Company’s right to require the exercise of the this Warrant by delivery of a subsequent Company Mandatory Exercise Notice or at such time as the expiration of all Warrants on conditions in clauses (a) through (d) are satisfied. To the Close of Business extent this Warrant is still outstanding, at 5:00 p.m., New York City time on the last day of the Exercise Period, the portion of this Warrant Exercise Period with respect not exercised prior thereto shall be and become void and of no value, provided, that, subject to Section 14 and unless a Registered Holder delivers a notice to the other Holders: (i) that contrary, if the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant Closing Price on such date is exercisable, (iv) greater than the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisableon such Date, and (vi) the date on which the Warrants will no longer be exercisable. (b) Subject to the terms and conditions set forth herein, each then this Warrant shall be exercisable deemed to have been exercised in full (to the extent not previously exercised) at any 5:00 p.m. New York City time or from time to time during the 60-day period commencing on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Warrant Exercise Period")such date. (c) No Warrant shall be exercisable after the Close of Business on the last day of the Warrant Exercise Period.

Exercise Period. Options may be exercised only upon the following terms and conditions: (a) The Company will provide notice, --------------- as described below (the "Exercise Notice"), One-fifth of the occurrence options granted on a Grant Date will become exercisable on each of the Triggering Event not more than 15 calendar days after the occurrence thereoffirst, second, third, fourth, and fifth anniversaries of such Grant Date. If the Payment is payable by the United States Government in installments[ALTERNATIVELY, the Triggering Event will not be deemed to have occurred until the Bank receives the last installment of the PaymentONE-HALF OF THE TOTAL NUMBER OF OPTIONS GRANTED WILL BECOME EXERCISABLE WHEN THE COMMON STOCK CLOSES ON THE NEW YORK STOCK EXCHANGE AT OR ABOVE $______ PER SHARE. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means of a press release to one or more national news services and by mailing such notice first classIF THE COMMON STOCK CLOSES ON THE NEW YORK STOCK EXCHANGE AT OR ABOVE $______ PER SHARE, postage prepaidTHEN THE REMAINING OPTIONS GRANTED WILL BECOME EXERCISABLE. IF THE COMMON STOCK IS NOT LISTED ON THE NEW YORK STOCK EXCHANGE, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect to the other Holders: (i) that the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date on which the Warrants will no longer be exercisableTHEN ANY REFERENCE IN THIS AGREEMENT TO THE NEW YORK STOCK EXCHANGE WILL BE DEEMED TO BE THE PRINCIPAL SECURITIES EXCHANGE ON WHICH THE COMMON STOCK IS TRADED.] (b) Subject The right to exercise options will be cumulative. An option must be exercised in multiples of 10% of the terms and conditions set forth herein, each Warrant shall be exercisable at any time or from time to time during the 60-day period commencing on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Warrant Exercise Period")options then exercisable. (c) No Warrant Any options which remain unexercised on the tenth anniversary of the Grant Date will expire. (d) In the event that Grantee stands for reelection as a director of the Company but fails to be reelected, such failure shall not affect options granted hereunder. In all other events where Grantee does not continue as a director of the Company, Grantee may thereafter exercise only those options that were exercisable upon the date Grantee ceased to be exercisable a director and only during the period occurring within two years after Grantee ceased to be a director (but not after the Close of Business on the last day expiration of the Warrant Exercise Option Period), and to the extent not exercised in such two-year period the options will expire; provided, that, in the event of the death of Grantee, the options may be exercised as provided in Section 2.7(a) of the Plan. Reference is made to the Plan for other terms and conditions upon which the options may be exercised or terminate. (e) Options may be exercised only if the Common Stock is duly registered under the Securities Act of 1933 and applicable state securities laws, or unless the issuance is exempt from such registrations.

Exercise Period. (a) The Company will provide noticeThis Warrant may be exercised with respect to any of the unexercised Shares, --------------- as described below in whole or in part, from time to time on any business day during the term (the "“Exercise Notice"), Period”) commencing on the date hereof and ending at 5:00 p.m. Central Time on the later of (i) six months after termination of the occurrence Agreement and (ii) the five (5) year anniversary of the Triggering Event not more than 15 calendar days after Original Issuance Date (the occurrence thereof. If the Payment is payable by the United States Government in installments, the Triggering Event will not be deemed to have occurred until the Bank receives the last installment of the Payment. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Register“Expiration Date”); provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein this Warrant shall affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect to the other Holders: no longer be exercisable and become null and void upon (i) that the Triggering Event has occurred, (iix) the aggregate number consummation of shares for which the Warrants are exercisable, an Initial Public Offering and (iiiy) the number closing of shares an Acquisition; provided, however that notwithstanding Section 3(a)(y) hereof, this Warrant shall survive the closing of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner an Acquisition in which the Warrants are exercisableacquiring, and surviving or successor entity assumes the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant. In the event of an Initial Public Offering or Acquisition, the Company shall notify the Holder at least ten (vi10) days prior to the date on consummation of such Initial Public Offering or Acquisition, during which the Warrants will no longer be exercisabletime Holder may exercise this Warrant. (b) Subject To the extent unexercised, this Warrant will be automatically deemed to the terms and conditions set forth herein, each Warrant shall be exercisable at any time or from time to time during the 60-day period commencing exercised on the date on which the Exercise Notice is first sent to Holders a “cashless” basis pursuant to Section 3.2(a5(a)(ii) hereof for the benefit of the Holder (the "Warrant Exercise Period"). (ci) No Warrant shall be exercisable after the Close of Business on the last day Expiration Date if this Warrant is not exercised by the Holder prior to 5:00 p.m. Central Time on the Expiration date, or (ii) in the event of an Initial Public Offering or Acquisition where the Holder does not otherwise exercise this Warrant, as applicable. As used in this Warrant, exercise of this Warrant means an exercise by the Holder on or prior to the end of the Warrant Exercise PeriodPeriod or upon an automatic exercise as described in this Section 3(b), as applicable.

Exercise Period. This Warrant shall not be exercisable prior to December 9, 1999. Thereafter, this Warrant shall be exercisable as follows: (a) The Company will provide notice, --------------- as described below This Warrant shall be exercisable only with respect to that portion of Shares that have vested (the "Exercise NoticeVested Shares"), of the occurrence of the Triggering Event not more than 15 calendar days after the occurrence thereof. If the Payment is payable by the United States Government in installments, the Triggering Event will not be deemed to have occurred until the Bank receives the last installment of the Payment. The Exercise Notice shall be dated the date it is first sent to Holders and shall be provided by means of a press release to one or more national news services and by mailing such notice first class, postage prepaid, to each Holder at such Holder's address as it appears on the Certificate Register; provided, however, that neither the failure to give such -------- ------- notice by mail to any particular Holder nor any defect therein shall affect the validity of the Exercise Notice or the expiration of all Warrants on the Close of Business on the last day of the Warrant Exercise Period with respect subject to the other Holders: restrictions in this Section 3. The Shares shall vest in equal monthly installments upon the Holder's completion of each of the twenty-four (i24) that months of continuous Service measured from and after the Triggering Event has occurred, (ii) the aggregate number of shares for which the Warrants are exercisable, (iii) the number of shares of Common Stock for which one Warrant is exercisable, (iv) the Exercise Price per Warrant, (v) the manner in which the Warrants are exercisable, and (vi) the date on which the Warrants will no longer be exercisableIssue Date. (b) Subject In the event that the Company is subject to a Change in Control on or after June 9, 1999, all of the terms Shares that have not yet vested shall immediately vest and conditions set forth herein, each Warrant shall be exercisable at any time or from time to time during the 60-day period commencing on the date on which the Exercise Notice is first sent to Holders pursuant to Section 3.2(a) (the "Warrant Exercise Period")become Vested Shares. (c) No This Warrant shall be exercisable after for up to seven hundred seventy-four thousand two hundred thirty (774,230) of the Close of Business Vested Shares, in whole or in part with respect to such Vested Shares, during the term commencing on the last day date that the closing price of the Company's Common Stock on the Nasdaq National Market has exceeded $10.00 per share for at least twenty (20) of the preceding thirty (30) consecutive trading days and ending on 5:00 p.m. on December 9, 2003. This Warrant Exercise Periodshall not be exercisable, at any time, with respect to any of the Shares that are not Vested Shares. (d) This Warrant shall become exercisable with respect to all of the Vested Shares, in whole or in part, during the term commencing on the date that the closing price of the Company's Common Stock on the Nasdaq National Market has exceeded $15.00 per share for at least twenty (20) of the preceding thirty (30) consecutive trading days and ending on 5:00 p.m. on December 9, 2003. This Warrant shall not be exercisable, at any time, with respect to any of the Shares that are not Vested Shares. (e) Notwithstanding paragraphs (a), (b), (c) and (d) of this Section 3, in the event that the Holder has provided continuous Service to the Company from the Warrant Issue Date through November 8, 2003 (the "End Vesting Date"), this Warrant shall become exercisable with respect to all of the Shares as of the End Vesting Date.