Common use of Option Clause in Contracts

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order Investor shall have an option (the “Option”) to induce acquire, and the Company shall issue and allot and/or cause to be transferred to Investor and/or its Permitted Transferees upon exercise by Investor of the Option, additional Ordinary Shares (the “Option Shares”) which, when aggregated with the Initial Shares, represent up to 30% of the Fully-Diluted Equity (after taking into account any applicable Post-Closing Redemption) immediately after such issuance of the Option Shares (pursuant to one or more exercises of the Option in accordance with the provisions of this Article III); provided, however that, pursuant to any exercise of the Option by Investor, up to 20% of the number of Option Shares to be acquired upon any exercise of the Option by Investor may be in the form of (i) Ordinary Shares (the “Employee Option Shares”) owned by individuals employed by Parent, the Company or their Subsidiaries (the “Option Employees”) or the Permitted Transferees of such individuals, to be sold to Investor in accordance with the provisions set forth in this Article III and/or (ii) Ordinary Shares to be issued and allotted by the Company (the “Redemption Option Shares”); and provided further that up to 80% of the number of Option Shares to be acquired upon any exercise of the Option by Investor may be in the form of Ordinary Shares (the “Parent Option Shares”) owned by Parent. If applicable, Parent and Purchaser the Company shall, pursuant to enter into any exercise of the Merger AgreementOption by Investor, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase procure the Securities (sale of the "OPTION SECURITIES") at Employee Option Shares by the Offer Price, subject to increase as Option Employees in accordance with the provisions set forth below in this Article III. (b) Notwithstanding anything set forth herein but without prejudice to Section 3.04(b), Investor shall not effect or permit to be effected a Sale of the "PURCHASE PRICE"). The Securities Option may be exercisedOption, in whole or in part, to any Person, other than a transfer, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderPermitted Transferee. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTIONSecurities Option") to purchase the Securities (the "OPTION SECURITIESOption Securities") at the Offer Price, subject to increase as set forth below Price (the "PURCHASE PRICEPurchase Price"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either If (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been is terminated by Parent pursuant to in accordance with Section 8.01(b8.01(c), 8.01(d)(ii8.01(e)(ii), 8.01(f) or 8.01(g) thereof, or (ii) the Merger Agreement is terminated in accordance with Section 8.01(b)(ii) thereof and (Cx) the Stockholder shall have breached the agreements set forth in Section 2(a) hereof or (y) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may shall, in any such case, become exercisable, in whole but not be exercised untilin part, upon the first to occur of any such event and remain exercisable in whole but not in part until the date which is 90 days after the date of the occurrence of such event (the "90 Day Period"), so long as: (i) all waiting periods under the ▇▇▇▇-Hart-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR ACTAct"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated waived or the conditions under the other Antitrust Laws shall not have been satisfied or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 90 Day Period, the 10 90 Day Period shall be extended until five (5) business days after the later of (A) the later of the date of expiration or termination waiver of all HSR Act waiting periodsperiods or the date on which the applicable conditions under the other Antitrust Laws have been satisfied, and (B) the date of removal or lifting of such injunction or order. (b) . In the event that the Purchaser wishes to exercise the Securities Option, the Purchaser shall send a written notice (the "NOTICENotice") to the Stockholder identifying the place and date (not less than two (2) nor more than five ten (510) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the right, title and interest of Stockholder in and to Stockholder’s Securities (the "OPTION SECURITIES") at with a price per share equal to the Offer Price; provided, subject however, that Stockholder shall have no duty or obligation to increase as set forth below (sell any Securities to Parent if such action would cause Stockholder to incur liability under Section 16(b) of the "PURCHASE PRICE")Exchange Act. The Securities Parent may exercise the Option may be exercisedin whole, in whole but not in part, by if, but only if, (i) Sub has acquired Shares pursuant to the Offer and (ii) Stockholder has failed to tender into the Offer any Shares or shall have withdrawn the tender of any Shares into the Offer in breach of this Agreement. Parent may exercise the Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that Parent is entitled to and wishes to exercise the Option, Parent shall send a written notice to Stockholder specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (as set forth below)60) days after the date of such notice; provided that in the event that prior notification to, for a period of ten (10) business days (or approval of, any Governmental Entity is required in connection with the "10 DAY PERIOD") following termination exercise of the Merger Agreement Option or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if Option, the period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option purchase of Stockholder’s Securities are acquired by Purchaser pursuant to the exercise of the Option, simultaneously with the payment by Parent of the purchase price for Stockholder’s Securities, such Stockholder shall deliver, or cause to be delivered, to the Sub certificates representing Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of duly endorsed to Parent or Purchaser shall acquire Common Stock (accompanied by stock powers or other than from transfer documents duly executed by the Company) at a price Company in excess of the Purchase Priceblank, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increasetogether with any necessary stock transfer stamps properly affixed, Stockholder shall be entitled to receive, free and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") clear of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateEncumbrances.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, each Stockholder hereby grants to Purchaser an irrevocable Parent a conditional option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities (the "OPTION SECURITIES") right, title and interest of such Stockholder in and to such Stockholder’s Covered Shares at a price equal to the Offer Price. Parent may exercise an Option in whole, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, with respect to any Covered Shares not acquired by written notice Merger Sub pursuant to the Offer if, but only if, (i) Merger Sub has acquired shares of Common Stock pursuant to the Offer and (ii) such Stockholder (as set forth below), for a period shall have failed to tender into the Offer such Covered Shares or shall have withdrawn the tender of such Covered Shares into the Offer. Parent may exercise an Option at any time within the ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of when such injunction or orderOption first becomes exercisable. (b) In the event that Purchaser Parent is entitled to and wishes to exercise the Securities an Option, Purchaser Parent shall send a written notice (to the "NOTICE"relevant Stockholder(s) to Stockholder identifying specifying the place and the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing date shall be held at not more than ten (10) days after the executive offices date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Authority is required in connection with the exercise of an Option or there shall be in effect any preliminary or final injunction or other order issued by any Governmental Authority prohibiting the exercise of an Option, the period of time during which the date of the Company closing may be fixed shall be extended until the tenth (10th) day following the last date on which all required approvals shall have been obtained, all required waiting periods shall have expired or been terminated and any such other place as the parties may agree). At the closingprohibition shall have been vacated, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateterminated or waived. (c) In At the event the Option Securities are acquired by Purchaser pursuant to the exercise closing of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of a Stockholder’s Covered Shares pursuant to exercise of an Option, simultaneously with the Acquired Securities has been completed at payment by the time Parent of the purchase price for a Stockholder’s Covered Shares, such increase, Stockholder shall deliver, or cause to be entitled delivered, to receivethe Merger Sub certificates representing such Covered Shares duly endorsed to the Parent or accompanied by stock powers or other transfer documents duly executed by the Company in blank, together with any necessary stock transfer stamps properly affixed, free and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer clear of same day funds to such account as Stockholder shall designate, the amount of the increaseall Encumbrances. (d) In Parent, Merger Sub or the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receivededuct and withhold from the consideration otherwise payable pursuant to this Section 5 to a holder of Covered Shares such amounts as are required to be withheld under the Code, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Acquired Securities within the one-year period following Covered Shares in respect of which such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatededuction and withholding was made.

Option. (a) In order the event the Purchaser ceases to induce Parent and Purchaser to enter into be an employee, consultant, advisor, officer or director of the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option Company (a "SECURITIES OPTION"“Service Provider”) to purchase for any or no reason, including, without limitation, by reason of the Securities Purchaser’s death or disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "OPTION SECURITIES") at “Code”), “Disability”), resignation or involuntary termination, the Offer PriceCompany shall, subject to increase from such time (as set forth below determined by the Company in its discretion), have the right, but not the obligation (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below“Repurchase Option”), for a period of ten (10) business 90 days from the date the Purchaser ceases to be a Service Provider, to repurchase any Shares which have not yet been released from the Repurchase Option (the "10 DAY PERIOD"“Unreleased Shares”) following termination at a price per share equal to the lesser of (x) the fair market value of the Merger Agreement or termination shares at the time the Repurchase Option is exercised, as determined by the Company’s board of directors and (y) the Purchase Price (the “Repurchase Price”). The Repurchase Option shall be exercised by the Company by delivering written notice to the Purchaser or, in the event of the OfferPurchaser’s death, whichever shall first occur; PROVIDED thatthe Purchaser’s executor and, prior to such terminationat the Company’s option, either (i) by delivering to the Purchaser or the Purchaser’s executor a Trigger Event shall have occurred check in the amount of the aggregate Repurchase Price, or (ii) by canceling an amount of the Purchaser’s indebtedness to the Company equal to the aggregate Repurchase Price, or (Aiii) by a combination of (i) and (ii) such that the combined payment and cancellation of indebtedness equals the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant right to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) retain and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In its own name the event the Option Securities are acquired number of Unreleased Shares being repurchased by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, The Stockholder hereby irrevocably grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACTOption"), required for exercisable from time to time only upon the events and subject to the conditions set forth herein, to purchase such number (not in excess of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise then applicable Maximum Share Number), of the Securities Option pursuant Shares at a purchase price per share equal to this Agreement; provided that if $23.40 (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall such higher per share price as may be offered by Purchaser in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderOffer). (b) In Subject to the event that conditions set forth in Section 1.03 and the termination provisions of Section 6.07, Purchaser wishes may exercise the Option in whole or in part at any time prior to the date 60 days after the expiration or termination of the Offer (such sixtieth day being herein called the "Option Expiration Date") if (x) the Stockholder fails to comply with any of its obligations under this Agreement or withdraws the tender of the Shares except under the circumstances set forth in the proviso to Section 1.01(b) (but the Option shall not limit any other right or remedy available to the Parent or Purchaser against the Stockholder for breach of this Agreement) or (y) the Offer is not consummated because of the failure to satisfy any of the conditions to the Offer set forth in Annex A to the Merger Agreement (other than as a result of any action or inaction of the Parent or Purchaser which constitutes a breach of the Merger Agreement). Upon the occurrence of any of such circumstances, Purchaser shall be entitled to exercise the Securities Option, Option and (subject to Section 1.03) Purchaser shall send a be entitled to purchase the Shares and the Stockholder shall sell the Shares to Purchaser. Purchaser shall exercise the Option by delivering written notice thereof to the Stockholder (the "NOTICENotice") ), specifying the number of Shares to Stockholder identifying be purchased and the date, time and place for the closing of such purchase which date (shall not be less than two (2) three business days nor more than five (5) business days from the date the Stockholder receives the Notice and in no event shall such date be later than the Option Expiration Date. The closing of the Noticepurchase of Shares pursuant to this Section 1.02 (the "Closing") for shall take place on the closing of such purchasedate, which closing shall be held at the executive offices time and at the place specified in such notice; provided, that if at such date any of the Company conditions specified in Section 1.03 shall not have been satisfied (or waived), Purchaser may postpone the Closing until a date within five business days after such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of conditions are satisfied (but not later than the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateExpiration Date). (c) In At the event Closing, the Option Securities are acquired Stockholder will deliver to Purchaser (in accordance with Purchaser's instructions) the certificates representing the Shares owned by Purchaser the Stockholder and being purchased pursuant to Section 1.02(c), duly endorsed or accompanied by stock powers duly executed in blank; provided, that the exercise number of Shares the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled required to receivedeliver from time to time pursuant to a Notice, when taken together with all Shares previously delivered pursuant to all Notices, shall not exceed the aggregate number of shares owned by the Stockholder beneficially and of record, at such time. At such Closing, Purchaser shall promptly (and in no event more than 48 hours following such increase) pay deliver to the Stockholder, by bank wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisitionimmediately available funds, an amount per share in cash equal to the excess, if any, number of Shares being purchased from the net proceeds received Stockholder as specified in the Notice multiplied by $23.40 (or such higher per share price as being offered by Purchaser in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateOffer).

Option. (a) In order The Stockholders hereby grant to induce Parent and Purchaser to enter into the Merger AgreementSub (or its designee), Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities Subject Shares, on the terms and subject to the conditions set forth herein (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICEOption"). . (b) The Securities Option may be exercisedexercised by Merger Sub, in as a whole but and not in part, by written notice to Stockholder (as set forth below), for a at any time during the period commencing upon the occurrence of ten (10) business days (the "10 DAY PERIOD") following termination any of the Merger Agreement or termination following events and ending on the date which is the 30th calendar day following the first to occur of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either events: (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b10.1(b) thereof; (ii) the Merger Agreement shall have been terminated pursuant to Section 10.1(c) thereof (other than a termination by the Company following a failure to consummate the Merger as a result of an actual material breach by Parent or Merger Sub of their respective obligations under the Merger Agreement); (iii) the Merger Agreement shall have been terminated pursuant to Section 10.1(d) thereof; (iv) the Merger Agreement shall have been terminated pursuant to Section 10.1(e) thereof; or (v) the Merger Agreement shall have been terminated for any other reason (other than a termination as a result of an actual material breach by Parent or Merger Sub of their respective obligations under the Merger Agreement). (c) If Merger Sub wishes to exercise the Option, 8.01(d)(ii)Merger Sub shall send a written notice to the Stockholders of its intention to exercise the Option, 8.01(f) or 8.01(g) and (C) at specifying the place, and, if then known, the time of such termination and the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended date (the "HSR ACTOption Closing Date"), required for the purchase ) of the Securities upon such exercise shall have expired or been waived and any other conditions under closing (the other Antitrust Laws shall have been satisfied and (ii"Option Closing") there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities purchase. The Option pursuant to this Agreement; provided that if Closing Date shall occur on the fifth business day (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there such later date as shall be in effect any such injunction or order, in each case on no later than five business days following the expiration of first time that the 10 Day Period, the 10 Day Period Option Closing shall be extended until five (5permitted by applicable law or regulation) business days after the later of (Ai) the date of expiration or termination of all HSR Act waiting periodson which such notice is delivered, and (Bii) the date satisfaction of removal or lifting of such injunction or orderthe conditions set forth in Section 4(f). (bd) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closingOption Closing, Stockholder the Stockholders shall deliver to Purchaser appropriate and effective instruments of transfer Merger Sub (or its designee) all of the Option SecuritiesSubject Shares by delivery of a certificate or certificates evidencing the Subject Shares duly endorsed to Merger Sub or accompanied by powers duly executed in favor of Merger Sub, against payment to Stockholder of the Purchase Price, in same day funds, by wire with all necessary stock transfer to such account as Stockholder shall designatestamps affixed. (ce) In the event At the Option Securities are acquired by Purchaser Closing, Merger Sub shall, and Parent shall cause Merger Sub to, pay to the Stockholders pursuant to the exercise of the Securities Option, by wire transfer, cash in immediately available funds to the accounts of the Stockholders (such accounts to be specified in writing at least two days prior to the Option Closing), an amount equal to the product of $15.00 and the number of Subject Shares (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Subject Shares Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase"). (df) In The Option Closing shall be subject to the event satisfaction of each of the Option Securities are acquired by Purchaser following conditions: (i) no court, arbitrator or governmental body, agency or official shall have issued any order, decree or ruling and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting the consummation of the purchase and sale of the Subject Shares pursuant to the exercise of the Securities Option; (ii) any waiting period applicable to the consummation of the purchase and sale of the Subject Shares pursuant to the exercise of the Option under the HSR Act shall have expired or been terminated; and (iii) all actions by or in respect of, Stockholder and any filing with, any governmental body, agency, official, or authority required to permit the consummation of the purchase and sale of the Subject Shares pursuant to the exercise of the Option shall have been obtained or made and shall be entitled to receivein full force and effect, except such actions and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excessfilings which, if anynot made or obtained, of the net proceeds received per share would not, individually or in the Sale over the Purchase Price. Any such payment shall aggregate, reasonably be made by wire transfer of same day funds expected to such account as Stockholder shall designatehave a Material Adverse Effect.

Option. (a) In order Subject to induce Parent the terms and Purchaser to enter into the Merger Agreementconditions set forth herein, each Stockholder hereby grants to Purchaser Parent an irrevocable and continuing option (a the "SECURITIES OPTIONOption") to purchase for cash all, but not less than all, of the Securities Launch Common Stock (including, without limitation, the Shares) beneficially owned or controlled by such Stockholder as of the date hereof, or beneficially owned or controlled by such Stockholder at any time hereafter (including, without limitation, shares acquired by way of exercise of options, warrants or other rights to purchase Launch Common Stock or by way of dividend, distribution, exchange, merger, consolidation, recapitalization, reorganization, stock split, grant of proxy or otherwise) by such Stockholder (as adjusted as set forth herein) (the "OPTION SECURITIESOption Shares") at a purchase price equal to $0.92, or any higher purchase price per share paid or to be paid by Parent or Purchaser pursuant to the Offer Price(as defined in the Merger Agreement) or the Merger, subject but excluding any price paid to increase as set forth below any stockholder who shall exercise dissenters' rights in connection with the Merger (the "PURCHASE PRICEPurchase Price"). . (b) The Securities Option may be exercisedexercised by Parent, in whole but not or in part, by written notice if after the date hereof (i) any of the events described in Section 8.1(e) of the Merger Agreement that would allow Parent to Stockholder terminate the Merger Agreement (as set forth below), for but without the necessity of Parent having terminated the Merger Agreement) shall have occurred (a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offerby Parent in such circumstances, whichever shall first occura "Section 8.1(e) Termination"); PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate termination of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement by Launch pursuant to Section 8.1(f) thereof shall have been terminated occurred (a termination of the Merger Agreement by Launch in such circumstances, a "Section 8.1(f) Termination"); or (iii) any termination of the Merger Agreement by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f8.1(c) or 8.01(g) and thereof shall have occurred (C) at but only by reason of the time failure of such termination the Minimum Condition shall not have been satisfied. Notwithstanding or the foregoing, the Securities Option may not be exercised until: occurrence of any event set forth at paragraphs (id) all waiting periods under or (f) of Annex I to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (Merger Agreement) and following the "HSR ACT"), required for the purchase of the Securities upon date hereof and prior to such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws termination an Acquisition Proposal shall have been satisfied and commenced, publicly proposed or communicated to Launch or its stockholders (iia termination of the Merger Agreement by parent in such circumstances, a "Qualifying Section 8.1(c) there shall not Termination"). In addition, the Option may be exercised by Parent, in effect any preliminary injunction whole or other order issued in part, immediately following the consummation of the Offer with respect to the Shares owned by any Governmental Entity prohibiting the exercise of the Securities Option pursuant Stockholder who shall fail to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be tender such Stockholder's Shares in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateaccordance with Section 3 hereof. (c) In the event that Parent wishes to exercise the Option, it shall send to the Stockholder a written notice (the date of each such notice being herein referred to as a "Notice Date") setting forth its irrevocable election to that effect, which notice also specifies a date not earlier than three business days nor later than 30 business days from the Notice Date for the closing of such purchase (an "Option Securities are acquired by Purchaser Closing Date"); provided, however, that (i) if the closing of a purchase and sale pursuant to the Option (an "Option Closing") cannot be consummated by reason of any applicable judgment, decree, order, law or regulation, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which the restriction on consummation has expired or been terminated and (ii) without limiting the foregoing, if prior notification to or approval of any regulatory authority is required in connection with the purchase, Parent and the Stockholder shall promptly file the required notice or application for approval and shall cooperate in the expeditious filing of such notice or application, and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (A) any required notification period has expired or been terminated or (B) any required approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. Each of Parent and the Stockholder agrees to use commercially reasonable efforts to cooperate with and provide information to the other, for the purpose of any required notice or application for approval. Any exercise of the Securities Option (shall be deemed to occur on the "ACQUIRED SECURITIES") and, either before or Notice Date relating thereto. The place of any Option Closing shall be at any time within the one-year period following such acquisition, offices of Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from which address is set forth in the Company) at a price in excess of the Purchase PriceMerger Agreement, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at and the time of such increase, Stockholder the Option Closing shall be entitled to receive, and Purchaser shall promptly 10:00 a.m. (and in no event more than 48 hours following such increaseCalifornia time) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, on the amount of the increaseapplicable Option Closing Date. (d) At any Option Closing, Parent shall pay to the Stockholder in immediately available funds by check or wire transfer to a bank account designated in writing by the Stockholder an amount equal to the Purchase Price multiplied by the number of Shares being delivered by the Stockholder; provided, that, with respect to any wire transfer, failure or refusal of the Stockholder to designate a bank account shall not preclude Parent from exercising the Option, in whole or in part. (e) At any Option Closing, simultaneously with the delivery of immediately available funds as provided above, the Stockholder shall deliver to Parent a certificate or certificates representing its Shares to be purchased at such Option Closing, which Shares shall be free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. (f) In the event of any change in Launch Common Stock by reason of a stock dividend, split-up, merger, recapitalization, combination, exchange of shares or similar transaction, the Option Securities are acquired by Purchaser pursuant type and number of Shares subject to the Option, and the Purchase Price therefor, shall be adjusted appropriately, so that Parent shall receive upon exercise of the Securities Option, Stockholder shall be entitled to receive, Option the number and Purchaser shall promptly (and class of shares or other securities or property that Parent would have received in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion respect of the Acquired Securities within Option Shares if the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds Option had been exercised immediately prior to such account event or the record date therefor, as Stockholder shall designateapplicable.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities right, title and interest of Stockholder in and to the Permissible Number of Stockholder’s Shares (the "OPTION SECURITIES"“Optioned Shares”) at with a price per share equal to the Offer Price. Parent may exercise the Option in whole, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by if, but only if, (i) the Purchaser has acquired shares of common stock pursuant to the Offer and (ii) Stockholder has failed to tender into the Offer at least the Permissible Number of Shares or shall have withdrawn the tender of a number of Shares equal to or greater than the Permissible Number in breach of this Agreement. The Parent may exercise the Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that the Parent is entitled to and wishes to exercise the Option, the Parent shall send a written notice to Stockholder specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (as set forth below)60) days after the date of such notice; provided that in the event that prior notification to, for a period of ten (10) business days (or approval of, any Governmental Entity is required in connection with the "10 DAY PERIOD") following termination exercise of the Merger Agreement Option or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if Option, the period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option Securities are acquired by Purchaser purchase of Stockholder’s Optioned Shares pursuant to the exercise of the Securities Option (Option, simultaneously with the "ACQUIRED SECURITIES") andpayment by the Parent of the purchase price for Stockholder’s Optioned Shares, either before such Stockholder shall deliver, or at any time within cause to be delivered, to the one-year period following such acquisition, Parent, Purchaser or any affiliate of certificates representing the Optioned Shares duly endorsed to the Parent or Purchaser shall acquire Common Stock (accompanied by stock powers or other than from transfer documents duly executed by the Company) at a price Company in excess blank, together with any necessary stock transfer stamps properly affixed, free and clear of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseall Liens. (d) In The Parent, the event Purchaser or the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receive, deduct and Purchaser shall promptly (and in no event more than 48 hours following withhold from the consideration otherwise payable pursuant to this Section 1.6 to Stockholder such Sale) pay amounts as are required to Stockholder, upon any subsequent disposition, transfer be withheld under the Code or sale to an unaffiliated third party ("SALE") of all the Treasury Regulations thereunder or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateother Tax Law.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the right, title and interest of Stockholder in and to Stockholder’s Securities (the "OPTION SECURITIES") at with a price per share equal to the Offer Price. Parent may exercise the Option in whole, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by if, but only if, (i) Sub has acquired Shares pursuant to the Offer and (ii) Stockholder has failed to tender into the Offer any Shares or shall have withdrawn the tender of any Shares into the Offer in breach of this Agreement. Parent may exercise the Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that Parent is entitled to and wishes to exercise the Option, Parent shall send a written notice to Stockholder specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (as set forth below)60) days after the date of such notice; provided that in the event that prior notification to, for a period of ten (10) business days (or approval of, any Governmental Entity is required in connection with the "10 DAY PERIOD") following termination exercise of the Merger Agreement Option or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if Option, the period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option purchase of Stockholder’s Securities are acquired by Purchaser pursuant to the exercise of the Option, simultaneously with the payment by Parent of the purchase price for Stockholder’s Securities, such Stockholder shall deliver, or cause to be delivered, to the Sub certificates representing Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of duly endorsed to Parent or Purchaser shall acquire Common Stock (accompanied by stock powers or other than from transfer documents duly executed by the Company) at a price Company in excess blank, together with any necessary stock transfer stamps properly affixed, free and clear of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseall Encumbrances. (d) In Parent, Sub or the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receivededuct and withhold from the consideration otherwise payable pursuant to this Section 1.6 to a holder of Securities such amounts as are required to be withheld under the Code, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion applicable provision of state, local or non-U.S. Tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Acquired Securities within the one-year period following in respect of which such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatededuction and withholding was made.

Option. Unless this Agreement is terminated, except during such time as the Company's Board of Directors has withdrawn its recommendation of the Offer or has modified such recommendation in a manner adverse to Buyer until such recommendation is reinstated: (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder Each Shareholder hereby grants to Purchaser Buyer an irrevocable option (a the "SECURITIES OPTIONOption") to purchase the Securities all such Shareholder's Shares at a purchase price per share (the "OPTION SECURITIESPurchase Price") at equal to the Offer PricePrice in cash or such higher per share consideration paid to other shareholders who have tendered into the Offer, subject to increase as set forth below (the "PURCHASE PRICE")in cash. The Securities Option may be exercisedwill become exercisable, in whole but not in part, by written notice Buyer if, and only if, such Shareholder shall have breached Section 2 and Buyer shall otherwise have accepted shares of Common Stock for purchase pursuant to Stockholder (as set forth below)the Offer. If the Option becomes exercisable, the Option may be exercised at any time during the period commencing with the acceptance by Buyer of shares of Common Stock for a period purchase pursuant to the Offer and ending simultaneously with the final expiration of ten (10) business days the Offer pursuant to the Merger Agreement (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACTPeriod"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser If Buyer wishes to exercise the Securities OptionOption with respect to the Shares, Purchaser shall send a it may do so by giving written notice (the date of such notice being herein called the "NOTICENotice Date") to Stockholder identifying the Shareholders (in the manner set forth in Section 11(b)) specifying that all the Shareholders' Shares are to be purchased and specifying the place, time and date (not less earlier than two (2) one business day, nor more later than five (5) 10 business days days, from the date of the NoticeNotice Date) for the closing of such purchase, which closing shall be held at the executive offices purchase of the Company (or Shareholders' Shares by Buyer pursuant to such other place as exercise. Such notice may be given prior to the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer commencement of the Option Securities, against payment to Stockholder of Period if the Purchase Price, Option shall have become exercisable as provided in same day funds, by wire transfer to such account as Stockholder shall designateSection 10(a). (c) In Buyer represents that the event the Option Securities are acquired Shares purchased by Purchaser Buyer pursuant to the exercise Option will be acquired for investment only and not with a view to any public distribution thereof, and Buyer will not offer to sell or otherwise dispose of any Shares so acquired by it in violation of the registration requirements of the Securities Option (the "ACQUIRED SECURITIES") andAct of 1933, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseamended. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the right, title and interest of Stockholder in and to Stockholder’s Securities (the "OPTION SECURITIES") at with a price per share equal to the Offer Price. Parent may exercise the Option in whole, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by if, but only if, (i) Sub has acquired Shares pursuant to the Offer and (ii) Stockholder has failed to tender into the Offer any Shares or shall have withdrawn the tender of any Shares into the Offer in breach of this Agreement. Parent may exercise the Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that Parent is entitled to and wishes to exercise the Option, Parent shall send a written notice to Stockholder specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (as set forth below)60) days after the date of such notice; provided that in the event that prior notification to, for a period of ten (10) business days (or approval of, any Governmental Entity is required in connection with the "10 DAY PERIOD") following termination exercise of the Merger Agreement Option or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if Option, the period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option purchase of Stockholder’s Securities are acquired by Purchaser pursuant to the exercise of the Option, simultaneously with the payment by Parent of the purchase price for Stockholder’s Securities, such Stockholder shall deliver, or cause to be delivered, to the Sub certificates representing Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of duly endorsed to Parent or Purchaser shall acquire Common Stock (accompanied by stock powers or other than from transfer documents duly executed by the Company) at a price Company in excess blank, together with any necessary stock transfer stamps properly affixed, free and clear of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseall Encumbrances. (d) In Parent, Sub or the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receivededuct and withhold from the consideration otherwise payable pursuant to this Section 1.6 to a holder of Securities such amounts as are required to be withheld under the Code or the Treasury Regulations thereunder or any other Tax Law. To the extent that amounts are so deducted and withheld, and Purchaser such deduction and withholding would have been required were Parent incorporated or organized in the United States or a subdivision thereof, such amounts shall promptly (and in no event more than 48 hours following such Sale) pay be treated for all purposes of this Agreement as having been paid to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion the holder of the Acquired Securities within in respect of which such deduction and withholding was made. To the one-year period following extent any amounts are required to be deducted and withheld under the Tax Law of a jurisdiction outside the United States, and such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share deduction would not have been required were Parent incorporated or organized in the Sale over the Purchase Price. Any such payment United States or a subdivision thereof, additional amounts shall be made by wire transfer of paid as necessary to ensure that the Stockholder receives the same day funds to amount that would otherwise have been received as if no such account as Stockholder shall designatededuction and withholding had been made.

Option. (a) In order On the terms and subject to induce Parent the conditions set forth herein, each Shareholder hereby grants to each of Purchaser and Purchaser Merger Sub an irrevocable option to enter into purchase all of the right, title and interest of such Shareholder in and to the Shares owned by such Shareholder, as well as any other Shares of Common Stock of which such Shareholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) after the date hereof, if and to the extent that such Shares are not validly tendered in the Offer pursuant to the terms of Section 3 hereof, at a price per share equal to the Offer Price (as defined in the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"“Option”). The Securities With respect to any Shareholder, the Option may be exercised, in whole but not in part, by written notice to Stockholder exercised after Merger Sub shall purchase and pay for Shares (as set forth below), for a period defined in the Merger Agreement) pursuant to the Offer following satisfaction of ten the Minimum Condition and until the earlier of (10a) business days immediately preceding the Effective Time (as defined in the "10 DAY PERIOD"Merger Agreement) following or (b) the termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, in accordance with its terms. Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976Sub, as amended (the "HSR ACT")case may be, required for the purchase of the Securities upon such may exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall an Option in whole, but not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderpart. (b) In the event that Purchaser wishes or Merger Sub desires to exercise the Securities an Option, Purchaser or Merger Sub shall send a written notice (in accordance with Section 13(a) hereof to the "NOTICE") relevant Shareholder prior to Stockholder identifying the termination of this Agreement specifying the place and the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing date may be the date of such notice and shall be held at not more than three business days after the executive offices date of such notice and shall be prior to the termination of this Agreement; provided that in the event that prior notification to, or approval of, any Governmental Authority is required in connection with the exercise of an Option or there shall be in effect any preliminary or final injunction or other order issued by any Governmental Authority prohibiting the exercise of an Option, the period of time during which the date of the Company (closing may be fixed shall be extended until the fifth business day following the last date on which all required approvals shall have been obtained, all required waiting periods shall have expired or been terminated and any such other place as the parties may agree). At the closingprohibition shall have been vacated, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateterminated or waived. (c) In At the event closing of any purchase of a Shareholder’s Shares pursuant to exercise of an Option, simultaneously with the Option Securities are acquired payment by Purchaser pursuant to the exercise or Merger Sub of the Securities Option (the "ACQUIRED SECURITIES") andpurchase price for such Shareholder’s Shares, either before such Shareholder shall deliver, or at any time within the one-year period following such acquisitioncause to be delivered, Parent, to Purchaser or Merger Sub certificates representing such Shares duly endorsed to Purchaser or Merger Sub or accompanied by stock powers duly executed by the Shareholder in blank, together with any affiliate necessary stock transfer stamps properly affixed, free and clear of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseall liens. (d) In Notwithstanding the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Optionforegoing, Stockholder shall be entitled to receive, and Purchaser shall promptly (at no time and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion shall the shares of the Acquired Securities within Company’s capital stock subject to this Section 5 exceed the one-year period following such acquisitionMaximum Restricted Amount. In the event that the total number of Shares exceeds the Maximum Restricted Amount, an amount per share then Merger Sub, in cash equal to the excessits sole and absolute discretion, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall determine which Shares shall be made by wire transfer subject to this Section 5. Merger Sub, in its sole and absolute discretion, shall make the determination of same day funds whether Shares subject to such account as Stockholder shall designaterestriction pursuant to this Section 5 have equaled or exceeded the Maximum Restricted Amount.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder Shareholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the right, title and interest of Shareholder in and to Shareholder’s Securities (the "OPTION SECURITIES") at with a price per share equal to the Offer Price; provided however that the Option shall not include Securities issued pursuant to the Plans, subject to increase as set forth below (which are not transferrable. Parent may exercise the "PURCHASE PRICE"). The Securities Option may be exercisedin whole, in whole but not in part, by written notice to Stockholder (as set forth below)if, for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offerbut only if, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent Sub has acquired Shares pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied Offer and (ii) Shareholder has failed to tender into the Offer any Shares or shall have withdrawn the tender of any Shares into the Offer in breach of this Agreement. Parent may exercise the Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that Parent is entitled to and wishes to exercise the Option, Parent shall send a written notice to Shareholder specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (60) days after the date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Entity is required in connection with the exercise of the Option or there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if Option, the period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option purchase of Shareholder’s Securities are acquired by Purchaser pursuant to the exercise of the Option, simultaneously with the payment by Parent of the purchase price for Shareholder’s Securities, such Shareholder shall deliver, or cause to be delivered, to the Sub certificates representing such Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of duly endorsed to Parent or Purchaser shall acquire Common Stock accompanied by stock powers or other transfer documents duly executed by the Company in blank, together with any necessary stock transfer stamps properly affixed, free and clear of all Liens (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increasedefined below). (d) In Parent, Sub or the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receivededuct and withhold from the consideration otherwise payable pursuant to this Section 1.6 to a holder of Securities such amounts as are required to be withheld under the Code or the Treasury Regulations thereunder or any other Tax Law. To the extent that amounts are so deducted and withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Securities in respect of which such deduction and withholding was made. To the extent any amounts are required to be deducted and withheld under the Tax Law of a jurisdiction outside the United States, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer deduction would not have been required were Parent incorporated or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share organized in the Sale over the Purchase Price. Any such payment United States or a subdivision thereof, additional amounts shall be made by wire transfer of paid as necessary to ensure that the Shareholder receives the same day funds to amount that would otherwise have been received as if no such account as Stockholder shall designatededuction and withholding had been made.

Option. (a) In order On the terms and subject to induce the conditions set forth herein, each Shareholder hereby grants to each of Parent and Purchaser Acquisition Co. an irrevocable option to enter into purchase all of the right, title and interest of such Shareholder in and to such Shareholder’s Owned Shares, as well as any other shares of Company Common Stock Beneficially Owned by the Shareholder after the date hereof, at a price per share equal to the Per-Share Amount (as defined in the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES"“Option”) at any one time after the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder Closing Date (as set forth below), for a period defined in the Merger Agreement) and until the earlier of ten (10a) business days immediately following the Closing Date (as defined in the "10 DAY PERIOD"Merger Agreement) following and (b) the termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of in accordance with its terms. The Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976Co., as amended (the "HSR ACT")case may be, required for the purchase of the Securities upon such may exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall an Option in whole, but not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderpart. (b) In the event that Purchaser wishes Parent or Acquisition Co. desires to exercise the Securities an Option, Purchaser Parent or Acquisition Co. shall send a written notice (in accordance with Section 12(e) hereof to the "NOTICE") relevant Shareholder or parties prior to Stockholder identifying the termination of this Agreement specifying the place and the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing date may be the date of the notice and shall be held at not more than three business days after the executive offices date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Body is required in connection with the exercise of an Option or there shall be in effect any preliminary or final injunction or other order issued by any Governmental Body prohibiting the exercise of an Option, the period of time during which the date of the Company closing may be fixed shall be extended until the fifth business day following the last date on which all required approvals shall have been obtained, all required waiting periods shall have expired or been terminated and any such prohibition shall have been vacated, terminated or waived; provided further that (x) in no event shall notice of such purchase be given after the termination of this Agreement pursuant to paragraph (ii) of Section 11 and (y) in no event such purchase be consummated after the termination of this Agreement pursuant to paragraph (i), (iii), (iv) or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments (v) of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateSection 11. (c) In At the event the Option Securities are acquired by Purchaser pursuant to the exercise closing of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of a Shareholder’s Owned Shares pursuant to exercise of an Option, simultaneously with the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, payment by wire transfer of same day funds to such account as Stockholder shall designate, the amount Parent or Acquisition Co. of the increasepurchase price for a Shareholder’s Owned Shares, such Shareholder shall deliver, or cause to be delivered, to Parent or Acquisition Co. certificates representing such Owned Shares duly endorsed to Parent or Acquisition Co. or accompanied by stock powers duly executed by the Shareholder in blank, together with any necessary stock transfer stamps properly affixed, free and clear of all liens. (d) In Notwithstanding the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Optionforegoing, Stockholder shall be entitled to receive, and Purchaser shall promptly (at no time and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion shall the shares of the Acquired Securities within Company’s capital stock subject to this Section 4 exceed the one-year period following such acquisitionMaximum Restricted Amount. In the event that the total number of Owned Shares exceeds the Maximum Restricted Amount, an amount per share then Acquisition Co., in cash equal to the excessits sole and absolute discretion, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall determine which Owned Shares shall be made by wire transfer of same day funds subject to such account as Stockholder shall designatethis Section 4.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Each Stockholder hereby irrevocably grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION") the “Option”), exercisable only upon the events and subject to the conditions set forth herein, to purchase the Securities any or all of such Stockholder’s Individual Shares at a purchase price per share equal to $3.00 (the "OPTION SECURITIES") at the Offer Price, subject to increase or such higher per share price as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, offered by Sub in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In Subject to the event that Purchaser wishes conditions to the Offer and Sub’s obligation to purchase tendered Shares, each as set forth in the Merger Agreement, and the termination provisions of Section 12 hereof, Parent may exercise the Option in whole or in part at any time prior to the Option Expiration Date if the Stockholder fails to comply with any of its obligations under this Agreement, or the Stockholder withdraws the tender of the Individual Shares (but the Option shall not limit any other right or remedy available to Parent or Sub against such Stockholder for breach of this Agreement). Upon the occurrence of any of such circumstances, Parent shall be entitled to exercise the Securities OptionOption and purchase such Stockholder’s Individual Shares, Purchaser and the Stockholder shall send a sell such Individual Shares to Parent. Parent shall exercise the Option by delivering written notice of such exercise to the Stockholder (the "NOTICE") “Notice”), specifying the number of Individual Shares to Stockholder identifying be purchased and the date (not less than two (2) nor more than five (5) business days from the date of the Notice) date, time and place for the closing of such purchase, which date shall not be less than three business days nor more than five business days from the date the Stockholder received the Notice and in no event shall such date be later than the Option Expiration Date. The closing of the purchase of Individual Shares pursuant to this Section 8(b) (the “Closing”) shall be held take place on the date, at the executive offices time and at the place specified in such Notice; provided, that if at such date any of the Company Tender Offer Conditions and Sub’s obligation to purchase tendered Shares shall not have been satisfied (or waived), Parent may postpone the Closing until a date within five business days after such other place as conditions are satisfied or waived (but not later than the parties may agreeOption Expiration Date). At Upon the closingrequest of Parent, each Stockholder shall deliver promptly take, or cause to Purchaser appropriate be taken, all action required to effect all necessary filings by such Stockholder under applicable law and effective instruments shall cooperate with Parent with respect to the filing obligations of transfer of the Option Securities, against payment to Stockholder of the Purchase PriceParent and Sub, in same day funds, by wire transfer to such account each case as Stockholder shall designatemay be required in connection with the Closing. (c) In At the event Closing, each Stockholder will deliver to Parent (i) a certificate, dated the Option Securities date of the Closing, certifying that the representations and warranties of such Stockholder in Section 10 are acquired by Purchaser true and correct as of the date of the Closing and (ii) in accordance with Parent’s instructions, the certificates representing the Individual Shares and being purchased pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") andSection 8(a), either before duly endorsed or at any time within the one-year period following accompanied by stock powers duly executed in blank. At such acquisitionClosing, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased deliver to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to each Stockholder, by bank wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisitionimmediately available funds, an amount per share in cash equal to the excess, if any, number of such Stockholder’s Individual Shares being purchased as specified in the net proceeds received Notice multiplied by $3.00 (or such higher per share price as may be offered by Sub in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateOffer).

Option. (a) In order The Stockholder and the Individual hereby grant to induce Parent and Purchaser to enter into Newco (or its designee, provided such designee is an affiliate of the Merger Agreementcontrolling stockholders of Newco), Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities Subject Shares, on the terms and subject to the conditions set forth herein (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICEOption"). . (b) The Securities Option may be exercisedexercised by Newco, in as a whole but and not in part, by written notice to Stockholder (as set forth below), for a at any time during the period commencing upon the occurrence of ten (10) business days (the "10 DAY PERIOD") following termination any of the Merger Agreement or termination following events and ending on the date which is the 90th calendar day following the first to occur of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either events: (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent either the Company or Newco pursuant to Section 8.01(b8.1(b) or (c) thereof (other than a termination by the Company pursuant to Section 8.1(c), 8.01(d)(iiwhich was based on an actual material breach by Newco of its obligations under the Merger Agreement (a "Newco Breach Termination")); (ii) the Merger Agreement shall have been terminated by Newco pursuant to Section 8.1(d) thereof; or (iii) the Merger Agreement shall have been terminated by the Company pursuant to Section 8.1(e) thereof. (c) If Newco wishes to exercise the Option, 8.01(f) or 8.01(g) Newco shall send a written notice to the Stockholder and (C) at the Individual of its intention to exercise the Option, specifying the place, and, if then known, the time of such termination and the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended date (the "HSR ACTOption Closing Date"), required for the purchase ) of the Securities upon such exercise shall have expired or been waived and any other conditions under closing (the other Antitrust Laws shall have been satisfied and (ii"Option Closing") there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities purchase. The Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods Closing Date shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case occur on the expiration of the 10 Day Period, the 10 Day Period shall fifth business day (or such longer period as may be extended until five (5required by applicable law or regulation) business days after the later of (Ai) the date of expiration or termination of all HSR Act waiting periods, on which such notice is delivered and (Bii) the date satisfaction of removal or lifting of such injunction or orderthe conditions set forth in Section 4(f). (bd) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closingOption Closing, the Stockholder and the Individual shall deliver to Purchaser appropriate and effective instruments of transfer Newco (or its designee) all of the Option SecuritiesSubject Shares by delivery of a certificate or certificates evidencing such Subject Shares duly endorsed to Newco or accompanied by powers duly executed in favor of Newco, against payment to Stockholder of the Purchase Price, in same day funds, by wire with all necessary stock transfer to such account as Stockholder shall designatestamps affixed. (ce) In the event At the Option Securities are acquired by Purchaser Closing, Newco shall pay to the Stockholder pursuant to the exercise of the Securities Option, by wire transfer, cash in immediately available funds to the account of the Stockholder (such account to be specified in writing at least two days prior to the Option Closing, an amount equal to the product of $9.83 and the number of Subject Shares (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Subject Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase"). (df) In The Option Closing shall be subject to the event satisfaction of each of the Option Securities are acquired by Purchaser following conditions: (i) no court, arbitrator or governmental body, agency or official shall have issued any order, decree or ruling and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting the consummation of the purchase and sale of the Subject Shares pursuant to the exercise of the Securities Option; (ii) any waiting period applicable to the consummation of the purchase and sale of the Subject Shares pursuant to the exercise of the Option under the HSR Act shall have expired or been terminated; and (iii) all actions by or in respect of, and any filing with, any governmental body, agency, official, or authority required to permit the consummation of the purchase and sale of the Subject Shares pursuant to the exercise of the Option shall have been obtained or made and shall be in full force and effect. (g) Newco hereby agrees that, in the event that it purchases the Subject Shares pursuant to the Option, Stockholder as promptly as practicable thereafter, Newco will make a tender offer for the remaining shares of Company Common Stock to the stockholders of the Company (the consummation of which shall be entitled subject only to receivethe condition that no court, arbitrator or governmental body, agency or official shall have issued any order, decree or ruling and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting the consummation of such tender offer) pursuant to which the stockholders of the Company (other than the Company, any direct or indirect subsidiary of the Company or Newco) will receive an amount of cash consideration per share of Company Common Stock equal to $16.50, and Purchaser shall promptly (and will take such actions as may be necessary or appropriate in no event more than 48 hours following order to effectuate such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of tender offer at the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateearliest practicable time.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, each Stockholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities (the "OPTION SECURITIES") right, title and interest of such Stockholder in and to such Stockholder’s Covered Shares at a price equal to the Offer Price. Parent may exercise an Option in whole, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below)if, for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offerbut only if, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate has acquired shares of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent Common Stock pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied Offer and (ii) such Stockholder shall have failed to tender into the Offer any Covered Shares or shall have withdrawn the tender of any Covered Shares into the Offer. Parent may exercise an Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that Parent is entitled to and wishes to exercise an Option, Parent shall send a written notice to the relevant Stockholder(s) specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (60) days after the date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Entity is required in connection with the exercise of an Option or there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of an Option, the Securities Option pursuant to this Agreement; provided that if period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event the Option Securities are acquired by Purchaser pursuant to the exercise closing of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of a Stockholder’s Covered Shares pursuant to exercise of an Option, simultaneously with the Acquired Securities has been completed at payment by the time Parent of the purchase price for a Stockholder’s Covered Shares, such increase, Stockholder shall deliver, or cause to be entitled delivered, to receivethe Purchaser certificates representing such Covered Shares duly endorsed to the Parent or accompanied by stock powers or other transfer documents duly executed by the Company in blank, together with any necessary stock transfer stamps properly affixed, free and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer clear of same day funds to such account as Stockholder shall designate, the amount of the increaseall Encumbrances. (d) In Parent, Purchaser or the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receivededuct and withhold from the consideration otherwise payable pursuant to this Section 4 to a holder of Covered Shares such amounts as are required to be withheld under the Code, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Acquired Securities within the one-year period following Covered Shares in respect of which such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatededuction and withholding was made.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder each Shareholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities (the "OPTION SECURITIES") right, title and interest of such Shareholder in and to such Shareholder’s Covered Shares at a price equal to the Offer Price. Parent may exercise an Option in whole, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below)if, for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offerbut only if, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate has acquired shares of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent Common Stock pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied Offer and (ii) such Shareholder shall have failed to tender into the Offer any Covered Shares or shall have withdrawn the tender of any Covered Shares into the Offer. Parent may exercise an Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that Parent is entitled to and wishes to exercise an Option, Parent shall send a written notice to the relevant Shareholder(s) specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (60) days after the date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Entity is required in connection with the exercise of an Option or there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of an Option, the Securities Option pursuant to this Agreement; provided that if period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event the Option Securities are acquired by Purchaser pursuant to the exercise closing of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of a Shareholder’s Covered Shares pursuant to exercise of an Option, simultaneously with the Acquired Securities has been completed at payment by the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount Parent of the increasepurchase price for a Shareholder’s Covered Shares, such Shareholder shall deliver, or cause to be delivered, to the Purchaser certificates representing such Covered Shares duly endorsed to the Parent or accompanied by stock powers or other transfer documents duly executed by the Company in blank, together with any necessary stock transfer stamps properly affixed, free and clear of all Encumbrances. (d) In Parent, Purchaser or the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receivededuct and withhold from the consideration otherwise payable pursuant to this Section 4 to a holder of Covered Shares such amounts as are required to be withheld under the Code, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Acquired Securities within the one-year period following Covered Shares in respect of which such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatededuction and withholding was made.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities right, title and interest of the Stockholder in and to all of the Covered Shares (the "OPTION SECURITIES"“Optioned Shares”) at with a price per share equal to the Offer Price, subject to increase as set forth below (. Parent may exercise the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either only if (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate has acquired shares of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent common stock pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied Offer and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting Stockholder has failed to tender into the exercise Offer all of the Securities Option pursuant to Covered Shares or shall have withdrawn the tender of any Covered Shares in breach of this Agreement; provided that if . Parent may exercise the Option at any time within the sixty (i60) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) following the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of when such injunction or orderOption first becomes exercisable. (b) In the event that Purchaser Parent is entitled to and wishes to exercise the Securities Option, Purchaser Parent shall send a written notice (the "NOTICE") to Stockholder identifying specifying the place and the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing date shall be held at not more than sixty (60) days after the executive offices date of such notice; provided, that in the Company (event that prior notification to, or such other place as approval of, any Governmental Authority is required in connection with the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer exercise of the Option Securities, against payment to Stockholder or there shall be in effect any preliminary or final injunction or other order issued by any Governmental Authority prohibiting the exercise of the Purchase PriceOption, in same the period of time during which the date of the closing may be fixed shall be extended until the tenth (10th) day fundsfollowing the last date on which all required approvals shall have been obtained, by wire transfer to all required waiting periods shall have expired or been terminated and any such account as Stockholder prohibition shall designatehave been vacated, terminated or waived. (c) In At the event the Option Securities are acquired by Purchaser pursuant to the exercise closing of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at Optioned Shares pursuant to exercise of the time Option, simultaneously with the payment by Parent of such increasethe purchase price for Stockholder’s Optioned Shares, Stockholder shall deliver, or cause to be entitled delivered, to receivePurchaser certificates representing the Optioned Shares duly endorsed to Parent or accompanied by stock powers or other transfer documents duly executed by the Company in blank, together with any necessary stock transfer stamps properly affixed, free and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer clear of same day funds to such account as Stockholder shall designate, the amount of the increaseall Liens. (d) In The Parent, Purchaser or the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receive, deduct and Purchaser shall promptly (and in no event more than 48 hours following withhold from the consideration otherwise payable pursuant to this Section 1.6 to Stockholder such Sale) pay amounts as are required to Stockholder, upon any subsequent disposition, transfer be withheld under the Code or sale to an unaffiliated third party ("SALE") of all the Treasury Regulations or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateother Tax law.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, The Stockholder hereby grants to Purchaser Parent an ------- irrevocable option (a the "SECURITIES OPTIONOption") to purchase all the Securities Subject Shares at a ------ purchase price per share (the "OPTION SECURITIESPurchase Price") at equal to the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE")Price in -------------- cash. The Securities Option may be exercisedwill become exercisable, in whole but not in part, by written notice Parent if, and only if, the Stockholder shall have breached or otherwise failed to Stockholder (as set forth below)comply with Section 3(c) and Sub shall otherwise have accepted shares of Company Common Stock for purchase pursuant to the Offer. If the Option becomes exercisable, the Option may be exercised at any time during the period commencing with the acceptance by Sub of shares of Company Common Stock for a period of ten (10) business purchase pursuant to the Offer and ending 30 days thereafter (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT------ Period"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) so long as there shall not be in effect any preliminary or permanent ------ injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided provided, however, that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) -------- ------- there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Option Period, the 10 Day Option Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser If Parent wishes to exercise the Securities Option, Purchaser shall send a it may do so by giving written notice (the date of such notice being herein called the "NOTICENotice Date") ----------- to the Stockholder identifying (in the manner set forth in Section 8(b)) specifying that all the Subject Shares are to be purchased and specifying the place, time and date (not less earlier than two (2) one business day, nor more later than five (5) 10 business days days, from the date of the NoticeNotice Date) for the closing of such purchase, which closing shall be held at the executive offices purchase of the Company (or Subject Shares by Parent pursuant to such other place as exercise. Such notice may be given prior to the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer commencement of the Option Securities, against payment to Stockholder of Period if the Purchase Price, Option shall have become exercisable as provided in same day funds, by wire transfer to such account as Stockholder shall designateSection 4(a). (c) In the event the Option Securities are acquired Parent represents that any Subject Shares purchased by Purchaser Parent pursuant to the exercise Option will be acquired for investment only and not with a view to any public distribution thereof, and Parent will not offer to sell or otherwise dispose of any Subject Shares so acquired by it in violation of the registration requirements of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseAct. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder each Shareholder hereby grants to each of Parent and Purchaser an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities (the "OPTION SECURITIES") right, title and interest of such Shareholder in and to such Shareholder’s Owned Shares at a price per share equal to the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE")Price but not less than $16.75 per share. The Securities Parent or Purchaser, as the case may be, may exercise an Option may be exercisedin whole, in whole but not in part, by written notice to Stockholder (as set forth below)if, for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offerbut only if, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Purchaser has acquired all shares of Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent Common Stock validly tendered pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied Offer and (ii) such Shareholder shall have failed to tender into the Offer any Owned Shares or shall have withdrawn the tender of any Owned Shares into the Offer. (b) In the event that Parent or Purchaser is entitled to and wishes to exercise an Option, Parent or Purchaser shall send a written notice to the relevant Shareholder or parties prior to the termination of this Agreement specifying the place and the date for the closing of such purchase, which date shall be not less than three business days and not more than five business days after the date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Entity is required in connection with the exercise of an Option or there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of an Option, the Securities Option pursuant to this Agreement; provided that if (i) period of time during which the date of the closing may be fixed shall be extended until the tenth day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option Securities are acquired by Purchaser purchase of a Shareholder’s Owned Shares pursuant to the exercise of an Option, simultaneously with the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of payment by Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Pricepurchase price for a Shareholder’s Owned Shares, then such Shareholder shall deliver, or cause to be delivered, to Parent or Purchaser certificates representing such Owned Shares duly endorsed to Parent or Purchaser or accompanied by stock powers duly executed by the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increaseCompany in blank, Stockholder shall be entitled to receivetogether with any necessary stock transfer stamps properly affixed, free and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") clear of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateLiens.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but Upon not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other less than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after days’ notice to the later Company prior to the consummation of (A) the date Business Combination, at the option of expiration or termination of all HSR Act waiting periodsthe Subscriber, the Company shall issue and sell to the Subscriber, and the Subscriber shall purchase from the Company, on a private placement basis, up to 3,000,000 Private Placement Units (Bthe “Option Units”) at a purchase price of $10.00 per unit (the date “Option”), for an aggregate purchase price of removal or lifting up to $30,000,000 (the “Option Purchase Price”). The Subscriber shall pay the Option Purchase Price in accordance with the Company’s wire instructions by wire transfer of such injunction or orderimmediately available funds at least one (1) business day prior to the closing of the Option purchase, which closing shall occur immediately prior to the consummation of the Business Combination of the Company (“Option Closing Date”). (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices The obligations of the Company to the Subscriber with respect to the Option are subject to the fulfillment, on or before the Option Closing Date, each of the following conditions: (or such other place i) the representations and warranties of the Subscriber contained in Section 2 as applicable to the parties may agree). At the closing, Stockholder Option Units shall deliver to Purchaser appropriate be true and effective instruments of transfer correct at and as of the Option SecuritiesClosing Date as though then made; (ii) the Subscriber shall have performed and complied with all agreements, against payment obligations and conditions contained in this Agreement that are required to Stockholder be performed or complied with by the Subscriber on or before the Option Closing Date; and (iii) no litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the Purchase Price, in same day funds, transactions contemplated by wire transfer to such account as Stockholder shall designatethis Agreement. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, each Stockholder Party hereby grants to Purchaser the Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities (the "OPTION SECURITIES") right, title and interest of such Stockholder Party in and to such Stockholder Party’s Owned Shares at the Offer Price, subject a price equal to increase as set forth below (the "PURCHASE PRICE")US$7.00 per share. The Securities Parent may exercise an Option may be exercisedin whole, in whole but not in part, by written notice to Stockholder (as set forth below)if, for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offerbut only if, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Purchaser has acquired shares of Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent Common Stock pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied Offer and (ii) such Stockholder Party shall have failed to tender into the Offer any Owned Shares or shall have withdrawn the tender of any Owned Shares into the Offer. Parent may exercise an Option at any time within the 60 days following the date when such Option first becomes exercisable. (b) In the event that the Parent is entitled to and wishes to exercise an Option, the Parent shall send a written notice to the relevant Stockholder Party or Parties specifying the place and the date for the closing of such purchase, which date shall be not more than 60 days after the date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Entity is required in connection with the exercise of an Option or there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of an Option, the Securities Option pursuant to this Agreement; provided that if (i) period of time during which the date of the closing may be fixed shall be extended until the tenth day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event the Option Securities are acquired by Purchaser pursuant to the exercise closing of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of a Stockholder Party’s Owned Shares pursuant to exercise of an Option, simultaneously with the Acquired Securities has been completed at payment by the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount Parent of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant purchase price for a Stockholder Party’s Owned Shares, such Stockholder Party shall deliver, or cause to be delivered, to the exercise of Parent certificates representing such Owned Shares duly endorsed to the Securities OptionParent or accompanied by stock powers duly executed by the Company in blank, Stockholder shall be entitled to receivetogether with any necessary stock transfer stamps properly affixed, free and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") clear of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateLiens.

Option. (a) In order to induce Parent and Purchaser to enter into Upon the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either earliest time that (i) a Trigger Event shall have occurred BCLC delivers an OSA Termination Notice to the Landlord pursuant to Section 5(a) above, or (ii) BCLC receives an Option Period Notice or Lease Termination Notice pursuant to Section 5(c) above, then BCLC shall have the exclusive and irrevocable option to assume the Lease (the “Option”), which Option is exercisable within 30 Business Days (the “Option Period”) of the earliest of BCLC’s receipt of the Option Period Notice or the Lease Termination Notice or BCLC’s delivery of the OSA Termination Notice, as applicable. If BCLC wishes to exercise the Option, then: (i) within the Option Period, BCLC must deliver to the Landlord and the Tenant written notice (the “BCLC Exercise”) that it has irrevocably exercised its Option; and (ii) within 30 Business Days the BCLC Exercise, BCLC and Landlord shall enter into an assumption agreement in favour of the Landlord (the date of such agreement being the “Assumption Date”), assigning the Lease to BCLC and confirming that BCLC agrees to be bound by all terms of the Lease arising in the period from and after the Assumption Date, provided that (other than as set out below) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal it shall not have expired be a condition that defaults under the Lease shall be cured concurrently or been withdrawnprior to such assumption becoming effective, and (B) neither BCLC nor any Permitted Assignee shall be liable for any act or omission of the Merger Agreement Tenant, nor any default of the Tenant under the Lease occurring prior to the Assumption Date, including without limitation a Monetary Default, nor subject to any set-offs or defences which the Landlord might have against the Tenant, and the Landlord shall have been terminated by Parent pursuant to Section 8.01(b)provide BCLC and any Permitted Assignee with a release of such acts, 8.01(d)(ii), 8.01(f) or 8.01(g) omissions and defaults; and (C) at the time of Tenant shall remain solely liable to the Landlord for all such termination defaults, acts, omissions occurring prior to the Minimum Condition shall not have been satisfiedAssumption Date. Notwithstanding the foregoing, (1) BCLC acknowledges and agrees that upon the Securities delivery of the BCLC Exercise, it shall be obligated to the Landlord to pay all Rents and applicable Sales Tax accruing under the Lease from and after the BCLC Exercise (and not only from and after the Assumption Date); and (2) nothing in this clause (ii) of Section 6(a) shall negate or limit Landlord’s rights under Section 2 hereof. (b) Landlord will not terminate the Lease prior to or during the Option Period, and BCLC may not exercise, or continue to exercise, the Step In Remedy during the Option Period and, if it exercises the Option, until the Assumption Date. (c) At any time following the Assumption Date, BCLC shall be exercised until: permitted to designate a Permitted Assignee, and such Permitted Assignee shall, on the assumption of the lease by such Permitted Assignee (the “Lease Assumption Date”) enter into: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required a new operating services agreement with BCLC for the purchase balance of the Securities upon such exercise term of the Tenant OSA, on substantially the same terms as the Tenant OSA, which shall have expired or been waived thereafter be the Tenant OSA for the purposes of the New Tri Party Agreement and any other conditions under the other Antitrust Laws shall have been satisfied and Lease; (ii) there an assumption agreement in favour of the Landlord, agreeing to be bound by all terms of the Lease arising in the period from and after the Lease Assumption Date; provided that (except as set forth in clause (ii) of Section 6(a) above) (A) it shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting a condition that defaults under the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there Lease shall be in effect any cured concurrently or prior to such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periodsassumption becoming effective, and (B) neither BCLC nor any Permitted Assignee shall be liable for any act or omission of the date Tenant, nor any default of removal the Tenant under the Lease occurring prior to the Assumption Date, including without limitation a Monetary Default, nor subject to any set-offs or lifting defences which the Landlord might have against the Tenant and the Landlord shall provide BCLC and any Permitted Assignee with a release of all such injunction or order. acts, omissions and defaults; (bC) In the event that Purchaser wishes Tenant shall remain solely liable to exercise the Securities OptionLandlord for all such defaults, Purchaser acts, omissions occurring prior to the Assumption Date; and (D) the Permitted Assignee shall send a written notice (be solely liable to the "NOTICE") to Stockholder identifying Landlord for all obligations under the date (not less than two (2) nor more than five (5) business days from Lease after the date of the Notice) for assumption, and the closing Landlord shall provide BCLC with a release of all such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateobligations. (ciii) In an agreement, on the event same terms and conditions as this Agreement (a “New Tri Party Agreement”), with each of the Option Securities are acquired by Purchaser pursuant Landlord and BCLC which Agreement shall govern (and replace this Agreement) with respect to the exercise of period from and after (but not prior to) the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseLease Assumption Date. (d) In the event If BCLC does not exercise the Option Securities are acquired by Purchaser pursuant to within the exercise Option Period, then BCLC will remove the BCLC Property from the Premises within 30 Business Days of the Securities Optionearlier of: (i) the date of termination set out in the OSA Termination Notice, Stockholder shall be entitled to receive, and Purchaser shall promptly or (and in no event more than 48 hours following such Saleii) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion the end of the Acquired Securities within the one-year period following such acquisitionOption Period, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateapplicable.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser Parent an irrevocable option (a the "SECURITIES OPTIONOption") to purchase all the Securities Subject Shares of such Stockholder at a purchase price per share (the "OPTION SECURITIESPurchase Price") at the Offer Price, subject equal to increase as set forth below (the "PURCHASE PRICE")$0.75. The Securities Option may be exercised, exercised in whole but not or in part, by written notice at any time after the date hereof and prior to Stockholder the date which is twelve (as set forth below), for a period of ten (1012) business days (the "10 DAY PERIOD") following months after termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to (such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoingperiod, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACTExercise Period"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) so long as there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided provided, however, that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case order on the expiration of the 10 Day Exercise Period, the 10 Day Exercise Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order; provided, further, that no such extension shall extend the Exercise Period for more than eighteen (18) months following the termination of the Merger Agreement. (b) In the event that Purchaser If Parent wishes to exercise the Securities Option, Purchaser shall send a it may do so by giving written notice (the date of such notice being herein called the "NOTICENotice Date") to Stockholder identifying specifying that the Subject Shares are to be purchased the number of Subject Shares that are to be purchased (the "Purchased Shares") and specifying the place, time and date (not less earlier than two (2) one trading day, nor more later than five (5) business days 10 trading days, from the date of the NoticeNotice Date) for the closing of the purchase by Parent pursuant to such purchase, which closing shall be held at the executive offices exercise. Upon exercise of the Company (or such other place as Option, Parent will pay the parties may agree). At Purchase Price for the closingPurchased Shares in cash; provided, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of however, that if Parent exercises the Option Securitiesprior to the Effective Time, against payment the Parent may at its option pay the Purchase Price for the Purchased Shares by delivering a Note with a principal amount equal to Stockholder of the Purchase Price, which accrues interest at the prime rate of interest per annum (as reported in same day fundsThe Wall Street Journal) and that is due and payable on the earlier of (i) one year from the date of issuance or (ii) the Effective Time (the "Note"). If the Merger is not consummated within five (5) months after the date of the Merger Agreement, by wire transfer the Parent may elect to such account as sell the Purchased Shares back to the Stockholder in exchange for the Note. If the Parent so elects the Stockholder shall designatesurrender such Note to Parent in exchange for the Purchased Shares. (c) In addition, if the event the Option Securities are acquired by Purchaser Merger Agreement is terminated pursuant to the exercise Sections 8.01(c), 8.01(d) or 8.01(e) of the Securities Option (Merger Agreement or by the "ACQUIRED SECURITIES"Parent pursuant to Section 8.01(b)(i) and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increaseMerger Agreement, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to StockholderParent on demand an amount equal to all Profit (as defined below) realized by Stockholder or any Affiliated Person, in connection with the consummation of any Company Takeover Proposal that is consummated within twelve (12) months of such termination. Any payment of Profit under this Section 5(c) shall be paid by wire transfer of same day funds to such an account as Stockholder shall designatedesignated by Parent. For purposes of this Section 5, the Profit of Stockholder or an Affiliated Person from any Company Takeover Proposal shall equal (A) the aggregate consideration received by Stockholder or such Affiliated Person with respect to the Subject Shares pursuant to such Company Takeover Proposal (including but not limited to the face amount of any debt of Stockholder which is forgiven or otherwise satisfied in connection herewith), valuing any non-cash consideration (including any residual interest in the increaseCompany) at its Fair Market Value on the date of such consummation plus (B) the Fair Market Value, on the date of disposition, of all Subject Shares of such Stockholder or Affiliated Person disposed of after the termination of the Merger Agreement and prior to the date of such consummation less (C) the Merger Consideration that would have been received by the Stockholder or Affiliated Person with respect to the Subject Shares pursuant to the Merger Agreement as originally executed. For purposes of this Section 5, the Fair Market Value of any non-cash consideration consisting of: (i) securities listed on a national securities exchange or traded on the Nasdaq National Market shall be equal to the average closing price per share of such security as reported on such exchange or Nasdaq National Market for the five trading days after the date of determination; and (ii) debt of such Stockholder or Affiliated Person owed to the Company shall be equal to the face amount of such debt, plus all accrued and unpaid interest. (diii) In consideration which is other than cash or securities of the event form specified in clause (i) above or Stockholder or Affiliated Person debt described in clause (ii) above shall be determined in good faith the Option Securities are acquired by Purchaser pursuant Board of Directors of the Company; provided, that if Parent objects to the exercise valuation as determined by the Board of Directors of the Securities OptionCompany (A) Parent shall notify the Company of its objection, Stockholder (B) Parent shall deliver to the Company its good faith determination of the Fair Market Value of the non-cash consideration and (C) Parent and the Company shall engage a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the Company's receipt of Parent's notice of objection; provided, further, that if the parties are unable to agree within two business days after the date of such event as to the investment banking firm, then the parties shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided, further that the fees and expenses of the investment banking firm shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") borne by the person whose estimate of all or any portion of Fair Market Value is furthest from the Acquired Securities within amount as finally determined by the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateinvestment banking firm.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, The Stockholder hereby irrevocably grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACTOption"), required for exercisable only upon the events and subject to the conditions set forth herein, to purchase any or all of the Securities upon Shares at a purchase price per share equal to $23.40 (or such exercise shall have expired or been waived and any other conditions under higher per share price as may be offered by Purchaser in the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderOffer). (b) In Subject to the event that conditions set forth in Section 1.03 and the termination provisions of Section 6.07, Purchaser wishes may exercise the Option in whole or in part at any time prior to the date 60 days after the expiration or termination of the Offer (such sixtieth day being herein called the "Option Expiration Date") if (x) the Stockholder fails to comply with any of its obligations under this Agreement or withdraws the tender of the Shares except under the circumstances set forth in the proviso to Section 1.01(b) (but the Option shall not limit any other right or remedy available to the Parent or Purchaser against the Stockholder for breach of this Agreement) or (y) the Offer is not consummated because of the failure to satisfy any of the conditions to the Offer set forth in Annex A to the Merger Agreement (other than as a result of any action or inaction of the Parent or Purchaser which constitutes a breach of the Merger Agreement). Upon the occurrence of any of such circumstances, Purchaser shall be entitled to exercise the Securities Option, Option and (subject to Section 1.03) Purchaser shall send a be entitled to purchase the Shares and the Stockholder shall sell the Shares to Purchaser. Purchaser shall exercise the Option by delivering written notice thereof to the Stockholder (the "NOTICENotice") ), specifying the number of Shares to Stockholder identifying be purchased and the date, time and place for the closing of such purchase which date (shall not be less than two (2) three business days nor more than five (5) business days from the date the Stockholder receives the Notice and in no event shall such date be later than the Option Expiration Date. The closing of the Noticepurchase of Shares pursuant to this Section 1.02 (the "Closing") for shall take place on the closing of such purchasedate, which closing shall be held at the executive offices time and at the place specified in such notice; provided, that if at such date any of the Company conditions specified in Section 1.03 shall not have been satisfied (or waived), Purchaser may postpone the Closing until a date within five business days after such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of conditions are satisfied (but not later than the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateExpiration Date). (c) In At the event Closing, the Option Securities are acquired Stockholder will deliver to Purchaser (in accordance with Purchaser's instructions) the certificates representing the Shares owned by Purchaser the Stockholder and being purchased pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") andSection 1.02(c), either before duly endorsed or at any time within the one-year period following accompanied by stock powers duly executed in blank. At such acquisition, ParentClosing, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from deliver to the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by bank wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisitionimmediately available funds, an amount per share in cash equal to the excess, if any, number of Shares being purchased from the net proceeds received Stockholder as specified in the Notice multiplied by $23.40 (or such higher per share price as may be offered by Purchaser in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateOffer).

Option. (a) In order The Stockholder and each Fund hereby grant to induce Parent and Purchaser to enter into the Merger AgreementNewco (or its designee, Stockholder hereby grants to Purchaser provided such designee is an affiliate of KKR & Co.) an irrevocable option (a "SECURITIES OPTION") to purchase the Securities Subject Securities, on the terms and subject to the conditions set forth herein (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICEOption"). . (b) The Securities Option may be exercisedexercised by Newco, in as a whole but and not in part, by written notice to Stockholder (as set forth below), for a at any time during the period commencing upon the occurrence of ten (10) business days (the "10 DAY PERIOD") following termination either of the Merger Agreement or termination following events and ending on the date which is the 30th calendar day following the first to occur of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either events: (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent either the Company or Newco pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f8.1(b) or 8.01(gthereof; or (ii) the Merger Agreement shall have been terminated by the Company pursuant to Section 8.1(c) and on March 31, 1997 or thereafter there shall have been in effect any of (A) an Extending Action, (B) a condition which would permit the Merger Agreement to be terminated under Section 8.1(b) thereof or (C) at any statute, rule or regulation enjoining or prohibiting in whole or in any significant respect the consummation of the Merger, the Debt Offer or any of the transactions contemplated by the Merger Agreement or this Agreement. (c) If Newco wishes to exercise the Option, Newco shall send a written notice to the Stockholder of its intention to exercise the Option, specifying the place, and, if then known, the time of such termination and the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended date (the "HSR ACTOption Closing Date"), required for the purchase ) of the Securities upon such exercise shall have expired or been waived and any other conditions under closing (the other Antitrust Laws shall have been satisfied and (ii"Option Closing") there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities purchase. The Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods Closing Date shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case occur on the expiration of the 10 Day Period, the 10 Day Period shall fifth business day (or such longer period as may be extended until five (5required by applicable law or regulation) business days after the later of (Ai) the date of expiration or termination of all HSR Act waiting periods, on which such notice is delivered and (Bii) the date satisfaction of removal or lifting of such injunction or orderthe conditions set forth in Section 4(f). (bd) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closingOption Closing, the Stockholder and the Funds shall deliver to Purchaser appropriate and effective instruments of transfer Newco (or its designee) all of the Option SecuritiesSubject Securities by delivery of a certificate or certificates evidencing such Securities duly endorsed to Newco or accompanied by powers duly executed in favor of Newco, against payment to Stockholder of the Purchase Price, in same day funds, by wire with all necessary stock transfer to such account as Stockholder shall designatestamps affixed. (ce) In the event At the Option Securities are acquired by Purchaser Closing, Newco shall pay to the Stockholder pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to StockholderOption, by wire transfer of same day transfer, cash in immediately available funds to such the account as of the Stockholder shall designatespecified in writing no more than two days prior to the Option Closing, (i) with respect to the Subject Shares, an amount equal to the product of $20.25 and the number of Subject Shares and (ii) with respect to the Subject Warrants, an amount equal to the product of $7.75 and the number of Subject Warrants (collectively, the amount of the increase"Subject Securities Purchase Price"). (df) In The Option Closing shall be subject to the event satisfaction of each of the Option following conditions: (i) no court, arbitrator or governmental body, agency or official shall have issued any order, decree or ruling and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting the consummation of the purchase and sale of the Subject Securities are acquired by Purchaser pursuant to the exercise of the Option; (ii) any waiting period applicable to the consummation of the purchase and sale of the Subject Securities Optionpursuant to the exercise of the Option under the HSR Act shall have expired or been terminated; and (iii) all actions by or in respect of, Stockholder and any filing with, any governmental body, agency, official, or authority required to permit the consummation of the purchase and sale of the Subject Securities pursuant to the exercise of the Option shall have been obtained or made and shall be entitled to receive, in full force and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateeffect.

Option. (a) During the Exclusivity Option Term, Amgen shall have the right to exercise the Library Compound Exclusivity Option in accordance with this Section 3.6.1 with respect to each Library Compound that has been identified as a Hit (or is structurally related to a Hit) which Amgen selects to move forward in a Drug Discovery Program. In order the event that Amgen desires to induce Parent and Purchaser exercise the Library Compound Exclusivity Option with respect to enter into the Merger Agreementa Library Compound, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by Amgen shall give Infinity written notice of such desire prior to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination end of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition TransactionExclusivity Option Term, which proposal notice shall not have expired or been withdrawn, (B) specify the Merger Agreement shall have been terminated by Parent pursuant Library Compound with respect to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at which Amgen desires to exercise the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderLibrary Compound Exclusivity Option. (b) Within [**] Business Days after receiving Amgen’s notice, Infinity shall notify Amgen of whether, prior to the date of receipt of Amgen’s notice, (i) [**] and [**], (ii) Infinity [**] directed to the same [**] requested by Amgen and Infinity is [**] either [**] or [**] or (iii) Infinity has [**] that specifically claims the [**] requested by Amgen and has [**] therefor. If any of the conditions described in clauses (i), (ii) or (iii) of the immediately preceding sentence exist, then Amgen shall not be permitted to exercise the Library Compound Exclusivity Option with respect to such Library Compound; provided that if the condition(s) that make such Library Compound unavailable later cease to exist at any time within five (5) years after the end of the Exclusivity Option Term, Infinity shall promptly notify Amgen in writing of such cessation and Amgen shall thereupon have the right to exercise the Library Compound Exclusivity Option with respect to such Library Compound in accordance with this Section 3.6. 1. In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date none of the Noticeconditions described in clauses (i), (ii) for or (iii) of this Section 3.6.1 (b) exist, then Infinity shall disclose to Amgen a [**] in relation to the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate Library Compound(s) requested by Amgen and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatea [**]. (c) In the event the Option Securities are acquired by Purchaser pursuant If Infinity does not notify Amgen that such Library Compound is unavailable in accordance with Section 3.6.1(b) within [**] Business Days after Amgen delivered its notice to the exercise of the Securities Option (the "ACQUIRED SECURITIES") andInfinity, either before or at any time within the one-year period then Amgen shall have [**] Business Days following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from [**] day period to exercise the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased Library Compound Exclusivity Option with respect to such higher price. If Library Compound by paying to Infinity $[**] (which, together with the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and amounts specified below in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the oneSection 3.6.2 for additional Back-year period following such acquisition, an amount per share in cash equal to the excessUp Library Compounds, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer designated the “Library Compound Exclusivity Fee”). During the [**] or [**] day periods described in this Section 3.6.1(c), Infinity shall not grant any conflicting right to any Third Party or otherwise take any action inconsistent with Amgen’s exercise of same day funds its option to obtain exclusive rights to the requested Library Compound, including without limitation, filing any patent applications and conducting any research activities with such account as Stockholder shall designatecompound(s).

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but Upon not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other less than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after days’ notice to the later Company prior to the consummation of (A) the date Business Combination, at the option of expiration or termination of all HSR Act waiting periodsthe Subscriber but subject to receiving the Company’s consent pursuant to this Section 1.6(a), the Company shall issue and sell to the Subscriber, and the Subscriber shall purchase from the Company, on a private placement basis, up to 3,000,000 Private Placement Units (Bthe “Option Units”) at a purchase price of $10.00 per unit (the date “Option”), for an aggregate purchase price of removal or lifting up to $30,000,000 (the “Option Purchase Price”). The Subscriber shall pay the Option Purchase Price in accordance with the Company’s wire instructions by wire transfer of such injunction or orderimmediately available funds at least one (1) business day prior to the closing of the Option purchase, which closing shall occur immediately prior to the consummation of the Business Combination of the Company (“Option Closing Date”). The Subscriber may not exercise the Option without the Company’s prior consent. In the event the Company does not provide consent to the Subscriber’s exercise of the Option, the Option will expire without any further recourse to the Subscriber. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices The obligations of the Company to the Subscriber with respect to the Option are subject to the fulfillment, on or before the Option Closing Date, each of the following conditions: (or such other place i) the representations and warranties of the Subscriber contained in Section 2 as applicable to the parties may agree). At the closing, Stockholder Option Units shall deliver to Purchaser appropriate be true and effective instruments of transfer correct at and as of the Option SecuritiesClosing Date as though then made; (ii) the Subscriber shall have performed and complied with all agreements, against payment obligations and conditions contained in this Agreement that are required to Stockholder be performed or complied with by the Subscriber on or before the Option Closing Date; and (iii) no litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the Purchase Price, in same day funds, transactions contemplated by wire transfer to such account as Stockholder shall designatethis Agreement. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order to induce Parent and the Purchaser to enter into the Merger Agreement, Stockholder the Shareholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTIONStock Option") to purchase the Securities Shares from the Shareholder (the "OPTION SECURITIESOption Shares") at an amount (the "Purchase Price") equal to the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either If (i) a Trigger Event shall have occurred the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser, or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been is terminated by in accordance with its terms, the Stock Option shall, in any such case (but provided neither Parent pursuant to Section 8.01(bnor the Purchaser has materially breached the Merger Agreement), 8.01(d)(iibecome exercisable, in whole or in part, upon the first to occur of any such event and remain exercisable in whole or in part until the date which is 45 days after the date of the occurrence of such event (the "45 Day Period"), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised untilso long as: (i) all waiting periods under the ▇▇▇▇-Hart-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR ACTAct"), required for the purchase of the Securities Option Shares upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied waived, and (ii) there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity court or governmental, administrative or regulatory agency or authority or legislative body or commission prohibiting the exercise of the Securities Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated waived or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 45 Day Period, the 10 45 Day Period shall be extended until five (5) 5 business days after the later of (A) the date of expiration or termination waiver of all HSR Act waiting periods, periods and (B) the date of removal or lifting of such injunction or order. (b) ; provided further that in no event shall the 45 Day Period be extended beyond June 30, 1997. In the event that Purchaser Parent wishes to exercise the Securities Stock Option, Purchaser Parent shall send a written notice (the "NOTICENotice") to Stockholder the Shareholder identifying the place and date (not less than two (2) nor more than five (5) 10 business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event that Parent has terminated the Offer due to the occurrence of any event set forth in clauses (a)-(c) of Annex A to the Merger Agreement and Parent exercises the Stock Option and purchases the Option Securities are acquired by Purchaser pursuant Shares, Parent shall, to the exercise extent permitted by law, seek to purchase all of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate remaining shares of Parent or Purchaser shall acquire Company Common Stock (other than from the Company) outstanding at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatea merger and/or tender offer.

Option. (a) In order Subject to induce Parent the terms and Purchaser to enter into the Merger conditions set forth in this Agreement, Stockholder each of the Stockholders hereby grants to Purchaser Parent an irrevocable option (a the "SECURITIES OPTIONOption") to purchase (i) the Securities number of Shares set forth next to such Stockholder's name on Exhibit A hereto (as adjusted as set forth herein) and any other Shares owned by such Stockholder beneficially or acquired after the date of this Agreement, at a purchase price of $19.00 (as adjusted as set forth herein) per Share (the "OPTION SECURITIES") at the Offer Purchase Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In The Option may be exercised by Parent, in whole at any time prior to the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice earlier of (the "NOTICE"i) to Stockholder identifying the date upon which the Effective Time (not less than two as defined in the Merger Agreement) occurs and (2ii) nor more than five (5) the date fifteen business days from after the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices termination of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateMerger Agreement. (c) In the event that Parent wishes to exercise the Option, it shall send to the Stockholders a written notice (the date of each such notice being herein referred to as a "Notice Date") to that effect, which notice also specifies a date not earlier than three business days nor later than 30 business days from the Notice Date for the closing of such purchase (an "Option Securities are acquired by Purchaser Closing Date"); provided, however, that (i) if the closing of a purchase and sale pursuant to the Option (an "Option Closing") cannot be consummated by reason of any applicable judgment, decree, order, law or regulation, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which the restriction on consummation has expired or been terminated and (ii) without limiting the foregoing, if prior notification to or approval of any regulatory authority is required in connection with the purchase, Parent and the Stockholders shall promptly file the required notice or application for approval and shall cooperate in the expeditious filing of such notice or application, and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (A) any required notification period has expired or been terminated or (B) any required approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. Each of Parent and the Stockholders agrees to use commercially reasonable efforts to cooperate with and provide information to the other, for the purpose of any required notice or application for approval. Any exercise of the Securities Option (shall be deemed to occur on the "ACQUIRED SECURITIES") and, either before or Notice Date relating thereto. The place of any Option Closing shall be at any time within the one-year period following such acquisition, offices of Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price▇▇ ▇▇▇▇▇▇, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at ▇▇ ▇▇▇▇, MN 55133 and the time of such increase, Stockholder the Option Closing shall be entitled to receive, and Purchaser shall promptly 10:00 a.m. (and in no event more than 48 hours following such increaseCentral Time) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, on the amount of the increaseapplicable Option Closing Date. (d) At any Option Closing, Parent shall pay to each Stockholder in immediately available funds by wire transfer to a bank account designated in writing by such Stockholder an amount equal to the Purchase Price multiplied by the number of Shares being delivered by such Stockholder; provided, that failure or refusal of any Stockholder to designate a bank account shall not preclude Parent from exercising the Option, in whole or in part. (e) At any Option Closing, simultaneously with the delivery of immediately available funds as provided above, each Stockholder shall deliver to Parent a certificate or certificates representing its pro rata portion of the Shares to be purchased at such Option Closing, which Shares shall be free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. (f) In the event of any change in the Option Securities are acquired Company Common Shares by Purchaser pursuant reason of a stock dividend, split-up, merger, recapitalization, combination, exchange of shares or similar transaction, the type and number of Shares subject to the Option, and the Purchase Price therefor, shall be adjusted appropriately, so that Parent shall receive upon exercise of the Securities Option, Stockholder shall be entitled to receive, Option the number and Purchaser shall promptly (and class of shares or other securities or property that Parent would have received in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion respect of the Acquired Securities within Option Shares if the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds Option had been exercised immediately prior to such account event or the record date therefor, as Stockholder shall designateapplicable.

Option. (a) In order On the terms and subject to induce the conditions set forth herein, the Stockholders hereby grant to Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities right, title and interest of the Stockholders in and to the Permissible Number of the Stockholders’ Shares (the "OPTION SECURITIES"“Optioned Shares”) at with a price per share equal to the Offer Price. Parent may exercise the Option in whole, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below)if, for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offerbut only if, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate has acquired shares of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent common stock pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied Offer and (ii) the Stockholders have failed to tender into the Offer at least the Permissible Number of Shares or shall have withdrawn the tender of a number of Shares equal to or greater than the Permissible Number in breach of this Agreement. The Parent may exercise the Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that the Parent is entitled to and wishes to exercise the Option, the Parent shall send a written notice to Stockholders specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (60) days after the date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Entity is required in connection with the exercise of the Option or there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if Option, the period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option Securities are acquired by Purchaser purchase of Stockholders’ Optioned Shares pursuant to the exercise of the Securities Option (Option, simultaneously with the "ACQUIRED SECURITIES") andpayment by the Parent of the purchase price for Stockholders’ Optioned Shares, either before the Stockholders shall deliver, or at any time within cause to be delivered, to the one-year period following such acquisition, Parent, Purchaser or any affiliate of certificates representing the Optioned Shares duly endorsed to the Parent or Purchaser shall acquire Common Stock (accompanied by stock powers or other than from transfer documents duly executed by the Company) at a price Company in excess blank, together with any necessary stock transfer stamps properly affixed, free and clear of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseall Liens. (d) In The Parent, the event Purchaser or the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receive, deduct and Purchaser shall promptly (and in no event more than 48 hours following withhold from the consideration otherwise payable pursuant to this Section 1.6 to Stockholders such Sale) pay amounts as are required to Stockholder, upon any subsequent disposition, transfer be withheld under the Code or sale to an unaffiliated third party ("SALE") of all the Treasury Regulations thereunder or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateother Tax Law.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) TO Provided that at the time of such termination exercise (i) there then EXTEND exists no Default of LESSEE, (ii) this Lease is then in full force and effect, and (iii) LESSEE is in actual occupancy of all or substantially all of the Minimum Condition Premises, LESSEE shall have the right and option to extend the term of this Lease for one (1) extended term of five years (the "Extended Term"). The Extended Term shall commence on the day immediately succeeding the expiration date of the Initial Term, and shall end on the day immediately preceding the fifth anniversary of the first day of such Extended Term. LESSEE shall exercise such option to extend by giving written notice to LESSOR of its desire to do so not earlier than twelve (12) months and not later than nine (9) months prior to the expiration date of the Initial Term. Provided the conditions of clauses (i), (ii) and (iii) of this section shall have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under giving of such notice by LESSEE shall automatically extend the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act Term of 1976, as amended (the "HSR ACT"), required this Lease for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periodsExtended Term, and (B) the date no instrument of removal or lifting of such injunction or order. (b) renewal need be executed. In the event that Purchaser wishes LESSEE fails to exercise give such notice to LESSOR, this Lease shall automatically terminate at the Securities Optionend of the Initial Term, Purchaser and LESSEE shall send a written notice have no further option to extend the Term of this Lease. It is agreed that time is of the essence with respect to the giving of such notice. The Extended Term shall be on all the terms and conditions of this Lease, except that (I) option to extend that Term of this Lease shall be deleted, and (II) the Basic Rent for the Extended Term shall be at Fair Market Value, not less than the sum of the rent and all additional rent being paid by LESSEE during the final year of the Initial Term. LESSOR shall designate Fair Market Value, (the "NOTICEFair Market Value") by written notice to Stockholder identifying LESSEE within sixty (60) days of receipt of notice from LESSEE. If LESSEE disagrees with such designation, (the date "Designation"), LESSEE shall by written notice within thirty (not less than two (230) nor more than five (5) business days from the date after receipt of the Notice) for the closing LESSOR'S figure, advise LESSOR of such purchase, which closing disagreement; otherwise LESSEE shall conclusively be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver deemed to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer have agreed to such account as Stockholder shall designate. (c) Designation. In the event that the Option Securities Parties are acquired by Purchaser pursuant unable to the exercise of the Securities Option (the "ACQUIRED SECURITIES") andagree, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser each Party shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder appoint an appraiser. Each appraiser so appointed shall be increased instructed to such higher pricedetermine independently the Fair Market Value and then confer. If the purchase two appraisers are unable to determine a Designation acceptable to both parties, they shall appoint a third appraiser. The Designation of the Acquired Securities has been completed at the time of such increase, Stockholder this appraiser shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseconsidered final. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. Provided Tenant is not in default hereunder, Tenant shall have an option to extend the Term of this Lease for one (a1) In order additional period (referred to induce Parent herein as “Extension Term”) of three (3) years; such Extension Term (if the option to extend is exercised) shall commence on the first day following the expiration of the Primary Term of this Lease and Purchaser Tenant’s option to enter into extend the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase Term of this Lease are contingent upon the Securities (following conditions being satisfied: 2.2.1 Tenant shall not be in default under the "OPTION SECURITIES") terms and conditions of this Lease at the Offer Pricetime Tenant elects to exercise such option, subject to increase as set forth below (and on the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by date upon which such option becomes effective; and 2.2.2 Tenant shall have given written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination Landlord of the Merger Agreement or termination exercise of such option no less than one hundred eighty (180) days prior to the expiration of the OfferPrimary Term. It is understood and agreed that time is of the essence in all provisions of this Lease. Further, whichever if Tenant fails to timely exercise the option to extend, then such option and rights to extend the Term of this Lease shall first occur; PROVIDED thatbe null, prior void and of no force and effect. 2.2.3 In the event Tenant effectively exercises such option to such terminationextend the Term of this Lease, either (i) a Trigger Event then all of the terms and provisions of this Lease applicable during the Primary Term hereof shall have occurred or (ii) (A) likewise be applicable during the Company shall have received a written proposal from any person other than ParentExtension Term, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised untilexcept: (i) all waiting periods under after the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase expiration of the Securities upon such exercise Extension Term (if the option to extend the Term is exercised) Tenant shall have expired or been waived and any other conditions under no further rights to extend the other Antitrust Laws shall have been satisfied Term of this Lease, and (ii) there the Rent (as herein defined) which shall not be due and payable, in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise advance, for each month of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there Extension Term shall be in effect any such injunction or order, in each case on Ten Thousand and No/100 Dollars ($10,000.00) multiplied by a fraction the expiration numerator of which is the Index Number of the 10 Day PeriodConsumer Price Index (as defined below) for April, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods2002, and (B) the date denominator of removal or lifting of such injunction or order. (b) In which is the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date Index Number of the NoticeConsumer Price Index for April, 1999. “CPI,” as that term is used herein, means the Consumer Price Index For All Urban Consumers (Houston, Texas) for the closing of such purchase, which closing shall be held at the executive offices of the Company Bureau of Labor Statistics of the U.S. Department of Labor (or such other place as the parties may agreefor which 1982-1984 is 100). At “Bureau” shall mean the closingU.S. Department of Labor, Stockholder shall deliver to Purchaser appropriate and effective instruments Bureau of transfer Labor Statistics, or any successor agency of the Option Securities, against payment United States that shall issue the indexes or data referred to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatethis Article 2.2. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder The Company hereby grants to the Purchaser an irrevocable the option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIESOption"), during the one-year period commencing on the Shares Closing ------ Date (the "Option Period"), to purchase up to an additional 746,713 shares ------------- (the "Transworld Option Shares") of Company Common Stock at a cash purchase ------------------------ price of $1.00 per Transworld Option Share (the Offer "Exercise Price"), subject to increase as set forth below -------------- adjustment pursuant to Section 1.03(c). (b) The Option may be exercised at any time or from time to time during the Option Period by written notice delivered to the Company pursuant to the provisions of Section 6.01 and shall specify the number of Transworld Option Shares to be purchased. The closing of the Option exercise (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIODClosing") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) take place at the time offices of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Proskauer Rose -------------- ▇▇▇▇-▇ & ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976LLP, as amended (the "HSR ACT")▇▇▇▇ ▇▇▇▇▇▇▇▇, required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order▇▇▇ ▇▇▇▇, in each case ▇▇▇ ▇▇▇▇, at 10:00 a.m. on the expiration of the 10 fifth Business Day Period, the 10 Day Period shall be extended until five (5) business days after the later giving of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICEOption Closing Date"). The number of Transworld Option Shares being purchased at the Option Closing shall be multiplied by the Exercise Price and the resulting total (the "Total Exercise Price") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held paid to the Company at the executive offices Option -------------------- Closing by certified or bank check payable to the order of the Company or (or such other place as at the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, Purchaser's election) by wire transfer against delivery of certificates representing the Transworld Option Shares so purchased, registered in the name of the Purchaser; provided, however, that the Purchaser shall be -------- ------- entitled (to the extent not previously offset as of the Shares Closing Date) to deduct as an offset to the Total Exercise Price all amounts loaned by the Purchaser to the Company on or subsequent to the date hereof under the Credit Agreement which are outstanding on the Option Closing Date (the amount of any such account deduction to be treated as Stockholder shall designatea repayment first of the accrued interest on, and thereafter of the outstanding principal amount of, the indebtedness under the Credit Agreement). (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") andIf, either before or at any time within the one-year period following such acquisitionOption Period, Parentthe Company shall reclassify, Purchaser split, reverse split, or pay a stock or cash dividend on any affiliate of Parent its securities, or Purchaser shall acquire Common Stock (other than from if the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder Company shall be increased to reorganized, or consolidated or merged with another corporation, the Purchaser shall, at such higher price. If time as it exercises the purchase of the Acquired Securities has been completed at the time of such increaseOption, Stockholder shall be entitled to receivereceive the same number and kind of shares of stock or other securities or property as it would have been entitled to receive upon the occurrence of any of the events described in this Section 1.03(c), if it had exercised the Option and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer been a holder of same day funds shares of Company Common Stock prior to such account as Stockholder shall designateoccurrence. Similarly, upon the occurrence of any of the events described in this Section 1.03(c), the amount of Exercise Price will be adjusted accordingly, so that upon exercising the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall the Purchaser will be entitled required to receive, and Purchaser shall promptly (and in no event more than 48 hours following pay the same Total Exercise Price after the occurrence of such Saleevent(s) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateit would have paid prior thereto.

Option. (a) In order to induce Parent and Purchaser to enter into (i) Effective as of the Merger Agreementdate hereof, Stockholder the Company hereby grants to Purchaser Executive the personal and non-transferable right to purchase (the "Option") from time to time, in whole or in part, up to 100,000 shares (the "Option Shares") of the Common Stock. (ii) The number of Option Shares which may be purchased pursuant to the Option to the extent not yet exercised and/or, at the election of the Company, the Option Exercise Price under the Option to the extent not yet exercised shall be proportionately adjusted from time to time in the case of any stock dividend (including without limitation any dividend or distribution to holders of the Common Stock of any Common Stock Equivalents), stock split, stock combination, reclassification or recapitalization affecting as a class the Common Stock outstanding occurring subsequent to the date hereof. All adjustments and other determinations made by the Board of Directors of the Company with respect to the Option shall be made in good faith and shall be final and binding on the Company and Executive. Any other shares of the capital stock or securities of the Company which shall be issued pursuant to the Option shall be deemed to be "Option Shares" for all purposes of this Agreement unless the context otherwise requires. (i) The Option shall be exercisable from time to time, in whole or in part, on or before the Option Expiration Date upon written notice given by Executive to the Company prior to the Option Expiration Date (an irrevocable option "Option Exercise Notice") accompanied by the payment by Executive to the Company of the amount of $15.00 per Option Share (a the "SECURITIES OPTIONOption Exercise Price") to purchase be purchased pursuant to the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or Exercise Notice. (ii) For purposes hereof, the "Option Expiration Date" shall be the earlier of: (A) the Company shall have received a written proposal from any person other than ParentSeptember 30, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement2008; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date on which any Sale of removal the Company shall have been effected (a "Sale of the Company Effective Date"), unless the Company and Executive shall have agreed to a different treatment of the Option in connection with any such Sale of the Company; (C) the date on which any liquidation, dissolution or lifting winding-up of such injunction the Company shall have been effected (a "Liquidation Effective Date"); (D) the death of Executive; or order(E) the effective date of any termination of the employment of the Executive under the Employment Agreement. (biii) In the event that Purchaser wishes to exercise the Securities Option, Purchaser The Company shall send a give Executive at least 15 days prior written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices any Sale of the Company Effective Date or any voluntary Liquidation Effective Date. (iv) The Option to the extent not duly and timely exercised on or such other place as before the parties may agree). At Option Expiration Date shall terminate and expire automatically without the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments necessity of transfer any notice or action by the Company. (i) Upon payment in full of the Option SecuritiesExercise Price, against payment to Stockholder Executive shall be deemed the holder of record of the Purchase PriceOption Shares which are the subject of the Option Exercise Notice, and the Company shall cause certificates evidencing such Option Shares to be issued to Executive as soon as practicable. However, Executive shall not have solely on account of the Option any rights of a stockholder of the Company, either at law or in same day fundsequity, by wire transfer or to such account any notice of meetings of stockholders or of any other proceedings of the Company, except as Stockholder shall designateexpressly provided herein. (cii) In The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for the event the Option Securities are acquired by Purchaser pursuant to purpose of providing for the exercise of the Securities Option (the "ACQUIRED SECURITIES") andOption, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate number of Parent or Purchaser shall acquire shares of Common Stock as shall, from time to time, be sufficient therefor. (iii) The issuance of any Option Shares and the delivery of certificates representing Option Shares shall be made without charge to Executive for any tax or other charge in respect of such issuance. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than from the Company) at a price in excess that of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receiveExecutive, and Purchaser the Company shall promptly (not be required to issue or deliver any such certificate unless and in no event more than 48 hours following such increase) pay until the Person requesting the issue thereof shall have paid to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the Company the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant such tax or shall have established to the exercise satisfaction of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following Company that such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatetax has been paid.

Option. (a) Subject to the terms and conditions hereinafter set forth and effective as of the Closing, the Company hereby (i) grants Go2Net an option (the "Go2Net Option") to purchase from it up to an additional number of shares of Common Stock equal to 7.45% of the then issued and outstanding shares of Common Stock as of the date of the Option Closing (as such term is defined herein) (the "Go2Net Option Shares") and (ii) grants Vulcan an option (together with the Go2Net Option, the "Options") to purchase from it up to an additional number of shares of Common Stock equal to 7.45% of the then issued and outstanding shares of Common Stock as of the date of the Option Closing (together with the Go2Net Option Shares, the "Option Shares"), in each case at an exercise price of $13.50 per share (the "Exercise Price"). The options are exercisable from the Closing Date and shall expire on the six (6) month anniversary of the Closing Date (the "Expiration Date"), unless the Call Notice (as defined below) has been delivered in accordance with Section 1.2(b) prior to midnight (New York time) on such date, subject to extension as provided in the last sentence of Section 1.2(b). Purchasers may assign or transfer the Options only to a Permitted Transferee or with the written consent of the Company, which shall not unreasonably be withheld. (b) In order to induce Parent and exercise any Option, the applicable Purchaser shall give a written notice to enter into the Merger Agreement, Stockholder hereby grants Company of such Purchaser's election to Purchaser an irrevocable option (a "SECURITIES OPTION") exercise such Option in whole or in part from time to purchase the Securities time (the "OPTION SECURITIESCall Notice") which notice shall state the number of Option Shares as to which the Option is being exercised. The closing of the purchase and sale of the applicable Option Shares (an "Option Closing") shall take place at the Offer Price, subject to increase as set forth below (offices of the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of Company ten (10) business days (the "10 DAY PERIOD") following termination exercise of the Merger Agreement or termination Option, subject to extension as provided in the last sentence of this Section 1.2(b). At the Offerapplicable Option Closing, whichever the Company shall first occur; PROVIDED that, prior to such termination, either deliver (i) the applicable Option Shares in the form of a Trigger Event shall have occurred certificate issued in the applicable Purchaser's name or (iithe name of any transferee who received the Option in accordance with the last sentence of Section 1.2(a) (Abearing the legend required by Section 4.2 hereof) the Company shall have received a written proposal from together with any person other than Parentstock or other securities and property (including cash, where applicable) to which such Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities is entitled upon such exercise shall have expired pursuant to this Section 1.2 or been waived and any other conditions under the other Antitrust Laws shall have been satisfied otherwise and (ii) there shall not be in effect any preliminary injunction or other order issued written confirmation by any Governmental Entity prohibiting the exercise Company that the representatives and warranties of the Securities Company are true and correct (unless otherwise stated in such written confirmation) as if made on the date of such Option pursuant Closing upon receipt by the Company of payment of (x) the Exercise Price for each applicable Option Share by or on behalf of such Purchaser to this Agreement; provided the Company, and (y) written confirmation by such Purchaser that the representatives and warranties of such Purchases contained in Section 4.1 hereof are true and correct as if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there made on the date of such Option Closing. The Exercise Price shall be in effect any such injunction paid by certified check or order, in each case on by wire transfer of immediately available funds to a bank account designated by the expiration Company. The obligation of the 10 Day PeriodCompany and the applicable Purchaser to proceed with the Option Closing shall be conditioned upon, and the date scheduled for the Option Closing and, if necessary, the 10 Day Period Expiration Date shall be extended until five extended, if necessary, to ten (510) business days after following the later of (A) last to occur of, the date of expiration or termination receipt of all material governmental and regulatory consents, approvals or waivers, including, without limitation, approvals under the HSR Act waiting periodsAct, that are required in connection with the purchase and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date sale of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the applicable Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateShares. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or case at any time within or from time to time, the one-year period following such acquisition, Parent, Purchaser or any affiliate holders of Parent or Purchaser shall acquire Common Stock shall have received, or (on or after the record date fixed for the determination of stockholders eligible to receive) shall have become entitled to receive, without payment therefor, (i) other or additional stock or other securities or property (other than from cash) by way of dividend, or (ii) any cash (excluding cash dividends payable solely out of earnings or earned surplus of the Company), or (iii) at other or additional stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, recapitalization, combination of shares or similar corporate rearrangement, other than additional shares of Common Stock issued as a price stock dividend or in excess a stock-split (adjustments in respect of the Purchase Pricewhich are provided for in 1.2(e) below), then and in each such case each Purchaser, on the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increaseexercise hereof as provided in Section 1.2, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, receive the amount of stock and other securities and property (including cash in the increase. cases referred to in clauses (dii) In and (iii) of this Section 1.2(c)) which such Purchaser would hold on the event date of such exercise if on the date hereof such Purchaser had been the holder of record of the number of shares of Common Stock subject to the Option Securities are acquired by Purchaser pursuant and had thereafter, during the period from the date hereof to and including the exercise date of such exercise, retained such shares and all such other or additional stock and other securities and property (including cash in the Securities Option, Stockholder shall be entitled cases referred to receive, in clauses (ii) and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE"iii) of this Section 1.2(c)) receivable by the Purchaser as aforesaid during such period, giving effect to all or any portion of the Acquired Securities within the one-year adjustments called for during such period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateSection 1.2(e) below.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, The Stockholder hereby irrevocably grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACTOption"), required for exercisable only upon the events and subject to the conditions set forth herein, to purchase any or all of the Securities upon Shares at a purchase price per share equal to $5.50 (or such exercise shall have expired or been waived and any other conditions under higher per share price as may be offered by Purchaser in the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderOffer). (b) In Subject to the event that conditions set forth in Section 1.3 and the termination provisions of Section 6.7, Parent may exercise the Option in whole or in part at any time prior to the date 60 days after the expiration or termination of the Offer (such sixtieth day being herein called the "Option Expiration Date") if (x) the Stockholder fails to comply with any of its obligations under this Agreement or withdraws the tender of the Shares except under the circumstances set forth in the proviso to Section 1.1(b) (but the Option shall not limit any other right or remedy available to the Parent or Purchaser wishes against the Stockholder for breach of this Agreement) or (y) the Offer is not consummated because of the failure to satisfy any of the conditions to the Offer set forth in Annex A to the Merger Agreement (other than as a result of any action or inaction of the Parent or Purchaser which constitutes a breach of the Merger Agreement). Upon the occurrence of any of such circumstances, Purchaser shall be entitled to exercise the Securities Option, Purchaser Option and (subject to Section 1.3) Parent shall send a be entitled to purchase the Shares and the Stockholder shall sell the Shares to Parent. Parent shall exercise the Option by delivering written notice thereof to the Stockholder (the "NOTICENotice") ), specifying the number of Shares to Stockholder identifying be purchased and the date, time and place for the closing of such purchase which date (shall not be less than two (2) three business days nor more than five (5) business days from the date of the Notice) for Stockholder receives the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (Notice and in no event more shall such date be later than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount Option Expiration Date. The closing of the increase. (d) In the event the Option Securities are acquired by Purchaser purchase of Shares pursuant to this Section 1.2 (the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALEClosing") of all or any portion of shall take place on the Acquired Securities within date, at the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.time and at

Option. (a) In order to induce Parent and Purchaser Sub to enter into the Merger Agreement, the Stockholder hereby grants to Purchaser Sub an irrevocable option (a "SECURITIES OPTIONStock Option") to purchase the Securities Shares (the "OPTION SECURITIESOption Shares") at the Offer Price, subject to increase as set forth below an amount (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIODPurchase Price") following termination of equal to $21.50 per Share. If (i) the Merger Agreement is terminated in accordance with Section 8.01(c) or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (iSection 8.01(d) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been is terminated by Parent pursuant to in accordance with Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g8.01(b)(i) and (Cx) the Stockholder shall have breached the agreements set forth in Section 2(a) hereof or (y) at the time of such termination termination, the Minimum Tender Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Stock Option may not be exercised untilshall, in any such case, become exercisable, in whole or in part, upon the first to occur of any such event and remain exercisable in whole or in part until the date which is 120 days after the date of the occurrence of such event (the "120 Day Period"), so long as: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), required for the purchase of the Securities Option Shares upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated waived or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 120 Day Period, the 10 120 Day Period shall be extended until five (5) 5 business days after the later of (A) the date of expiration or termination waiver of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) . In the event that Purchaser Sub wishes to exercise the Securities Stock Option, Purchaser Sub shall send a written notice (the "NOTICENotice") to the Stockholder identifying the place and date (not less than two (2) nor more than five (5) 10 business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (ai) In order At any time the Payee and USV agree or, (ii) in addition to induce Parent the rights provided to Payee in Article 5 above, after the occurrence of an Event of Default hereunder and Purchaser to enter into at any time thereafter, Payee will have the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIESOption") ), which may be exercised by any one or more of its Affiliates, to purchase and require USV to sell, or cause its Affiliates to sell, all of the Sears Leases (as defined in the Agreement), together with all related leasehold improvements, store fixtures, furniture and signage (collectively, the "Sears Assets"), at the Offer Price, subject to increase as set forth below a purchase price (the "PURCHASE PRICEOption Purchase Price"). The Securities Option may be exercised, in whole but not in part, by written notice ) equal to Stockholder the Fair Market Value (as set forth defined below)) of such Sears Assets. In addition, for a period if Payee elects to exercise the Option pursuant to clause (ii) above and the transactions contemplated by the Option are thereafter consummated after such exercise, the then term of ten (10) business days the Vision Care Agreement shall be extended pursuant to the terms of the letter agreement of even date herewith by and between USV and ▇▇▇▇ Vision (the "10 DAY PERIODLetter Agreement") following termination amending the terms of the Merger Agreement Vision Care Agreement. The Option Price will be payable in cash upon consummation of such purchase; provided, however, that Payee, at its option, may set off, against such cash purchase price, all or termination any portion of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or the outstanding principal amount of this Note, together with any accrued interest thereon as of the consummation of the purchase of the Sears Assets, (ii) amounts due and owing under Sections 3.2 and 3.3 of the Agreement as of the consummation of the purchase of the Sears Assets, and (Aiii) amounts due and owing under the Company shall have received Vision Care Agreement, including, without limitation, any underreported amounts that give rise to a written proposal from right to terminate the Vision Care Agreement pursuant to Article 4.2 thereof, as of the consummation of the purchase of the Sears Assets; provided, further, that the aggregate amount of any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal set off pursuant to clause (iii) shall not have expired or been withdrawn, (B) exceed $400,000. The cash portion of the Merger Agreement shall have been terminated Option Purchase Price will be reduced by Parent pursuant such set-off amount. Any such set off will be applied to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at this Note in the time of such termination the Minimum Condition shall not have been satisfiedsame manner as any prepayment hereunder. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (and its Affiliates shall have the "HSR ACT"), required for right to use the purchase frame sample inventory used at the locations of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise Sears Leases for a period of 30 days after consummation of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderOption. (b) In the event that Purchaser wishes Payee desires to exercise the Securities OptionOption pursuant to Article 6(a)(ii) above, Purchaser shall send a Payee will provide written notice (the "NOTICEOption Notice") to Stockholder identifying USV of its determination to exercise the Option, which Option Notice shall become irrevocable 15 days prior to the closing of such Option subject to customary closing conditions, including without limitation, true and correct representations and warranties and no material adverse change. The Option Notice will describe (i) the Event of Default, (ii) subject to the last sentence of this Article 6(b), the approximate date on which Payee intends to exercise the Option (which may be as soon as practicable after the Fair Market Value is determined pursuant to Article 6(c)), (iii) the proposed structure of the transaction and (iv) the extension of the Vision Care Agreement pursuant to the terms of the Letter Agreement. Payee may provide an Option Notice at any time following the occurrence an Event of Default; provided, however, the Option may not less than two be consummated if Maker pays Payee the entire outstanding principal balance under this Note and all accrued interest thereon prior to Payee's delivery of the Option Notice and otherwise not until the earlier of (2i) nor more than five (5) business 90 days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices occurrence of the Company Event of Default, or (or ii) such other place earlier date as the parties may agree). At the closingUSV, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer on behalf of the Option SecuritiesMakers, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatemay agree to. (c) In For purposes of this Note, "Fair Market Value" means with respect to the event Sears Assets, the cash price in United States Dollars that an unrelated party would pay for the Sears Assets in light of all relevant factors, as applicable, including, without limitation, earnings, cash flow, return on investment, the terms of any relevant contracts, and the current market value of such assets, in an arm's length transaction in which neither party is compelled to buy or sell. If the Payee and USV agree to exercise the Option Securities are pursuant to Article 6(a)(i) above, then the Payee and USV shall negotiate in good faith to determine the applicable Fair Market Value. If the Payee exercises the Option pursuant to Article 6(a)(ii) above, then for a period of 20 days beginning on the date of the Option Notice, Payee and USV shall negotiate in good faith to determine the applicable Fair Market Value. If Payee and USV cannot agree on the Fair Market Value within such 20-day period, then each of Payee and USV shall jointly appoint, within 10 days after the end of such 20-day period, an investment banking firm, accounting firm or other firm with significant experience in the valuation of retail businesses and retail equipment and property, which firm shall be independent of Payee and USV and its Affiliates and specifically excluding the auditors of Payee and USV (each such firm, an "Appraiser"). If Payee and USV fail to agree upon an Appraiser within such 10-day period, each of Payee and USV shall engage its own Appraiser within 5 days thereafter to determine the Fair Market Value. The Appraisers selected by Payee and USV shall then select a third Appraiser within 10 days after their selection. Each Appraiser shall determine, in good faith, the Fair Market Value, within a period of 30 days from the date of their selection. Each Appraiser shall consider, among other factors, the following factors and shall describe in detail the use of each factor or the reason such Appraiser did not use a factor, if applicable, in the report in which such Appraiser sets forth Fair Market Value: (i) historical financial performance of the Sears Leases, with respect to the valuation of the leases, including earnings, cash flow and return on investment; and (ii) the current market value of used retail equipment and other property (including leasehold improvements, furniture and signage) with respect to the Sears Assets. Subject to the last sentence of this Article 6(c), the Fair Market Value shall be the numerical average of the Fair Market Values as determined by the three Appraisers. Payee and USV shall share the fees of the jointly appointed Appraiser, if such Appraiser is so jointly appointed. If Payee and USV fail to jointly appoint an Appraiser, Payee and USV shall each pay the fees of the Appraiser each appoints, and the cost of the third Appraiser shall be shared equally between Payee and USV. USV shall disclose and make available to all of the Appraisers all of the information regarding the Sears Assets as may be reasonably requested by such Appraisers in order to conduct and conclude their appraisals within the time periods set forth herein. Payee and USV shall each have the right to submit written materials and make an oral presentation to each Appraiser, subject to any requirements and limits that may be requested by such Appraiser so long as such requirements and limits apply equally to Payee and USV. Notwithstanding the foregoing, in no event shall the Fair Market Value of the Sears Assets as finally determined in accordance with this Article 6(c) after an Option exercise pursuant to Article 6(a)(i) or (ii) above, be less than 60% of the aggregate gross sales net of returns of Maker's Sears Optical stores being acquired by Purchaser pursuant to the exercise Option for the most recently completed trailing twelve month period prior to the date of the Securities Option Notice (the "ACQUIRED SECURITIESLTM Sales") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate greater than 80% of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseLTM Sales. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order to induce Parent and Purchaser to enter into At the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a the "SECURITIES OPTION") to purchase of either (i) each of the Securities Original Holders (which may be exercised only upon the written consent of both Original Holders), or (ii) the Borrower, exercised at any time before the first anniversary of the closing of the Debt Restructuring, this Agreement may be amended and restated such that IMPSAT shall be the borrower and the Borrower shall be the guarantor (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICEINDEBTEDNESS"). The Securities ; provided, however, that the Option may be exercisedexercised only if (a) the amendment and restatement of Term Loans would not, in whole but not the Original Holders' (in partthe case of an Option exercised by the Borrower) or the Borrower's (in the case of an Option exercised by the Original Holders) reasonable determination, by written notice to Stockholder be illegal, (b) the Borrower issues an unsubordinated senior guarantee of the Term Loans on substantially the same terms and conditions as set forth belowthe Guarantee (which will be valid, binding and enforceable under Argentine law), for a period of ten (10c) business days (all Collateral supporting the "10 DAY PERIOD") following termination repayment by the Borrower of the Merger Agreement or termination Term Loans continues to secure the guarantee obligations of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting Borrower after the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at all related transactions in substantially the executive offices of same manner and with the Company (or such other place same priority as was the parties may agree). At the closing, Stockholder shall deliver case immediately prior to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant giving effect to the exercise of the Securities Option and the closing of such transactions (including, without limitation, the ability of the Original Holders to transfer abroad the proceeds from any foreclosure proceeding), (d) the Borrower and IMPSAT obtain all necessary consents to the consummation of the Option as determined by each of IMPSAT and the Original Holders in their respective reasonable judgment (the "ACQUIRED SECURITIESOPTION CONSENTS"), (e)(i) andthe Borrower shall have received an opinion from an accounting, either before appraisal or at any time within investment banking firm of national standing as to the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from fairness to the Company) at a price in excess Borrower and IMPSAT of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase financial terms of the Acquired Securities has been completed at amendment and restatement of the time Term Loans for the Option Indebtedness from a financial point of such increase, Stockholder shall be entitled to receiveview, and Purchaser (ii) the Original Holders shall promptly (have received an opinion from Argentine legal counsel to the Borrower as to the enforceability and in no event more than 48 hours following such increase) pay to Stockholderlegality of the transactions contemplated by the Option under Argentine law, by wire transfer of same day funds to such account as Stockholder shall designateincluding, without limitation, the amount security interest on the Collateral, and (f) the Original Holders are satisfied, in their sole discretion, that the Borrower will be permitted, under Central Bank regulations and all other applicable Argentine law, to satisfy its obligations under the guarantee set forth in (b) above and the subordinated intercompany loan to be entered into between the Borrower and IMPSAT upon the close of the increase. (d) amendment and restatement contemplated by this Section after exercise of the Option. In the event that either the Option Securities are acquired by Purchaser pursuant Original Holders or the Borrower exercise the Option, the Borrower and the Original Holders will mutually agree upon any modifications or amendments to the exercise terms of this Agreement that are necessary or appropriate to reflect the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and change in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of primary obligor under the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateTerm Loans.

Option. (a) In order to induce The Principal Shareholder hereby irrevocably grants Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a the "SECURITIES OPTIONOption") to purchase all of the Securities Shares at a purchase price per share equal to $48.50 (as adjusted pursuant to Section 1.3(e), the "OPTION SECURITIESOption Price") at on the Offer Price, terms and subject to increase as the conditions set forth below in this Section 1.3. (b) Subject to the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as conditions set forth belowin Section 1.3(d), for a period of ten (10) business Parent may exercise the Option, at any time prior to the date 40 days (after the "10 DAY PERIOD") following expiration or termination of the Merger Agreement or (such 40th day being herein called the "Option Expiration Date") if the Merger Agreement is terminated pursuant to a "Triggering Termination." For purposes of this Agreement, a "Triggering Termination" means a termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent (x) pursuant to Section 8.01(b8.01(g) or (y) as a result of a breach by the Principal Shareholder of its obligations under Section 1.1 or Section 3.4 hereof in any material respect. Parent shall exercise the Option by delivering written notice thereof to the Principal Shareholder (the "Notice"), 8.01(d)(iispecifying the date, time and place for the closing of such purchase which date shall not be less than three business days nor more than five business days from the date Parent provides the Notice (the "Option Closing"), 8.01(f) or 8.01(g) . The Option Closing shall take place on the date and (C) at the time and place specified in such notice; PROVIDED, that if at such time any of such termination the Minimum Condition conditions specified in Section 1.3(d) shall not have been satisfied (or waived), Parent may postpone the Option Closing (but in no event for more than 90 days) until a date within five business days after such conditions are satisfied. Notwithstanding Upon the foregoingexercise of the Option (and subject to the satisfaction of the conditions set forth in Section 1.3(d)), Parent shall be entitled to purchase the Shares under the Option (the "Option Shares") and the Principal Shareholder shall sell the Option Shares to Parent. (c) At the Option Closing, the Securities Principal Shareholder will deliver to Parent (in accordance with Parent's instructions) the certificates representing the Option may not be exercised untilShares being purchased pursuant to this Section 1.3, duly endorsed or accompanied by stock powers duly executed in blank. At such Option Closing, Parent shall deliver to the Principal Shareholder, by bank wire transfer of immediately available funds, an amount equal to the number of Option Shares being purchased from the Principal Shareholder as specified in the Notice multiplied by the Option Price. (d) The obligation of Parent to purchase the Option Shares at the Option Closing is subject to the following conditions: (i) all the waiting periods period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements HSR Act of 1976, as amended (the "HSR ACT"), required for the purchase and all other foreign antitrust laws covered by Section 7.01(d) of the Securities upon Merger Agreement with respect to the acquisition of such exercise Shares shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied terminated and (ii) there shall not be in effect any no preliminary or permanent injunction or other order order, decree or ruling issued by any Governmental Entity, nor any statute, rule, regulation or order promulgated or enacted by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired prohibiting, or been terminated or (ii) there shall be in effect any otherwise restraining, such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderpurchase. (be) In the event that Purchaser wishes to exercise of any change in the Securities OptionCompany's capital stock by reason of any stock dividend, Purchaser shall send a written notice (stock split, merger, consolidation, recapitalization, combination, conversion, exchange of shares, extraordinary or liquidating dividend or other change in the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices corporate or capital structure of the Company (which would have the effect of diluting or such changing Parent's rights hereunder, the number and kind of Option Shares or other place as the parties may agree). At the closing, Stockholder shall deliver securities subject to Purchaser appropriate this Agreement and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder Price shall designate. (c) In the event the Option Securities are acquired by Purchaser be appropriately and equitably adjusted so that Parent shall receive pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before that number and class of shares or at any time within the one-year period following such acquisition, Parent, Purchaser other securities or any affiliate of property that Parent or Purchaser shall acquire Common Stock (other than from Merger Subsidiary, as the Company) at a price case may be, would have received in excess respect of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser Shares purchasable pursuant to the exercise of the Securities OptionOption if such purchase had occurred immediately prior to such event. (f) If the Option is exercised and the Option Shares are acquired by Parent (or its permitted assigns), Stockholder Parent shall be entitled offer to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of purchase all or any portion outstanding shares of the Acquired Securities within the one-year period following such acquisition, an amount Company's Common Stock or effect a merger or similar business combination at a price per share in cash equal to not less than the excess, if any, of the net proceeds received price per share in paid for the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateOption Shares.

Option. (a) In order to induce Parent consideration of Buyer's undertakings herein, the receipt and Purchaser to enter into the Merger Agreementsufficiency of which are hereby acknowledged by Seller, Stockholder Seller hereby grants to Purchaser Buyer an exclusive and irrevocable option (a "SECURITIES OPTION") to purchase from Seller the Securities Option Interests (the "OPTION SECURITIESCall Option"), free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges or encumbrances of any nature whatsoever; provided, however, that, subject to Section 9.4(c), the Call Option shall not be exercisable by Buyer if the Fair Market Value determined in accordance with Section 9.4 is less than $13,500,000. In consideration of Seller's undertakings herein, the receipt and sufficiency of which are hereby acknowledged by Buyer, Buyer hereby grants to Seller an exclusive and irrevocable option to require Buyer to purchase from Seller the Option Interests (the "Put Option"), free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges or encumbrances of any nature whatsoever. (b) Buyer may give written notice to Seller of Buyer's intention to exercise the Call Option, and Seller may give written notice to Buyer of Seller's intention to exercise the Put Option (in either case, the "Option Notice") at any time during the Offer Price, subject ninety (90) day period beginning on the date the Station commences operations pursuant to increase as set forth below program test authority (the "PURCHASE PRICEOption Period"). The Securities In the event that Buyer fails to give Seller its Option may be exercised, in whole but not in part, by written notice Notice prior to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination end of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period Call Option shall be extended until expire, and in the event that Seller fails to give Buyer its Option Notice prior to the end of the Option Period, then the Put Option shall expire. (c) Within five (5) business days after of Buyer's or Seller's receipt of an Option Notice, Seller and Buyer shall file with the later of (A) FCC the date of expiration or termination of all HSR Act waiting periodsapplication for the FCC Consent and shall file such notices with, and (B) the date of removal or lifting of obtain such injunction or order. (b) In the event approvals of, any other governmental authorities that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) are required for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer acquisition by Buyer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to Interests and shall diligently and expeditiously prosecute such account as Stockholder shall designatefilings. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. From and after the Closing, AML shall have the option to acquire newly issued Shares of Holding Company which would, together with prior issuances of Shares to AML, total up to 49% of the outstanding Shares of Holding Company (the "Option"), on the terms and subject to the conditions set forth in this Section 2.5. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent be exercisable pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(gSections 2.5(b) and (Cc) hereof until and unless the AML Weighted Premium, for at least one calendar month at any time during the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, exceeds the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderAML Baseline Weighted Premium. (b) In Subject to Section 2.5(a) hereof, the event Option shall be exercisable by AML in three portions, which may be exercised singly or sequentially with one or both of the other portions, and shall be exercised in the order set forth below. Each portion of the Option shall individually permit AML to acquire that Purchaser wishes number of newly issued Shares which will, when added to AML's existing Shares, increase AML's percentage ownership of the aggregate outstanding Shares by 5%. If and to the extent that, in any calendar month, any of the Option Ratio percentage(s) set forth below is(are) met or exceeded, then the corresponding 5% portion(s) of the Option shall be exercisable, at the exercise price(s) which are set forth below and are expressed as a percentage of the Aggregate Investment. AML's aggregate percentage ownership of the Shares following its exercise of each such portion of the Option shall be as set forth below. EXERCISE PRICE (AS A % OF POST-EXERCISE OPTION RATIO AGGREGATE INVESTMENT) AGGREGATE % OF SHARES ------------ --------------------- --------------------- 200% 24.1% 39% 300% 28.4% 44% 400% 34.0% 49% (c) To the extent any portion(s) of the Option become(s) exercisable in accordance with the provisions of this Section 2.5, AML shall, in order to exercise such portion(s) of the Securities Option, Purchaser shall send a give ▇▇▇▇ written notice of AML's intention to exercise such portion(s) of the Option within 30 days after the parties determine that such portion(s) of the Option is(are) exercisable, and shall consummate the exercise of such portion(s) of the Option within 60 additional days (as to any exercisable portion of the Option, the "NOTICEExercise Period") ). Prior to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date expiration of the Notice) for the closing of Exercise Period, AML shall designate a time at which it shall consummate such purchase, which closing shall be held exercise at the executive offices of the Holding Company (and/or AVLIC in Lincoln, Nebraska or such other place as the parties may reasonably agree). At such time and place, AML shall pay to Holding Company the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Priceexercise price specified in Subsection 2.5(b) hereof, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before cash or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds immediately available funds, and Holding Company shall cause to be delivered the certificates representing the Shares purchased pursuant to such account as Stockholder shall designate, the amount of the increaseexercise. (d) In the event Any failure by AML to exercise any portion(s) of the Option Securities are acquired by Purchaser pursuant during the Exercise Period applicable to such portion(s) shall cause the exercise following consequences, effective at the end of such Exercise Period: (1) Such unexercised portion(s) of the Securities OptionOption and any and all other portion(s) of the Option which have not previously been exercised shall lapse and shall be of no further force or effect; and (2) Sections 2.4(a), Stockholder (c), (d) and (g)(1) of this Agreement shall be null and void, and each of the shareholders of Holding Company shall thenceforth be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any elect that portion of the Acquired Securities within the one-year period following such acquisitiondirectors of Holding Company, an amount per share in cash equal AVLIC and AIC which corresponds to the excess, if any, its then percentage ownership of the net proceeds received per share Shares. (e) To the extent the Option or any portion(s) thereof does(do) not become exercisable during the Option Period in accordance with the Sale over provisions of Sections 2.5(a) and (b) hereof, then ▇▇▇▇ may in its sole and absolute discretion, at any time after the Purchase Price. Any such payment expiration of the Option Period, give notice to AML that it is waiving all of the limitations in Sections 2.5(a) and (b) of this Agreement which, by their terms, prevented the Option from becoming exercisable, and AML shall thereupon be made by wire transfer of same day funds entitled to such account as Stockholder shall designateexercise the Option in accordance with Subsection 2.5(c) hereof.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), At any time for a period of ten 12 months from the date hereof, the Tenant may exercise the Option in accordance with the following terms and conditions: (10a) business days Upon receipt by the Landlord of a bona fide and valid expression of interest from a third party that is not a Group Company in relation to a letting of the First Floor Premises (which the Landlord in its absolute discretion has deemed acceptable), the Landlord shall notify the Tenant in writing of the expression of interest including details of the commercial terms proposed (the "10 DAY PERIOD") following termination “Landlord’s Expression of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(bInterest Notice”), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In The Tenant shall then respond to the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice Landlord in writing within ten (the "NOTICE"10) to Stockholder identifying the date (not less than two (2) nor more than five (5) business working days from of the date of the Notice) for Landlord’s Expression of Interest Notice indicating if it intends to exercise the closing of such purchase, which closing shall be held at the executive offices Option and take a demise of the Company First Floor Premises (or such other place as the parties may agree“Tenant’s Option Notice”). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event that the Tenant decides not to issue the Tenant’s Option Securities are acquired by Purchaser pursuant Notice, the Tenant shall acknowledge this fact in writing to the exercise Landlord within ten (10) working days of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess date of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase Landlord’s Expression of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseInterest Notice. (d) In the event that the Tenant serves the Tenant’s Option Securities are acquired by Purchaser pursuant Notice on the Landlord in accordance with the provisions of this clause 3.1, the following provisions shall apply:- (i) Both the Landlord and the Tenant shall execute a supplemental lease in a form to be agreed between the parties reflecting the demise of the First Floor Premises (“Supplemental Lease”) within twenty one (21) days (or such longer period as may be agreed between the parties) after the service of the Tenant’s Option Notice. (ii) The Supplemental Lease shall be identical in form (in so far as is reasonably practicable) to the exercise Lease, shall be for a term of years commencing on the date of the Securities Option, Stockholder execution of the Supplemental Lease and expiring on the last day of the Term of the Lease and the rent payable per square metre thereunder shall be entitled agreed between the parties (both acting reasonably) as that reflecting the open market rent (as that phrase is commonly understood to receivemean) prevailing at that time. If there is any dispute in relation to the determination of open market rent for the purpose of this clause, an independent third party surveyor shall be appointed (on the agreement of both parties) to determine same acting as an expert and not as an arbitrator. (e) In the event that the Tenant does not issue the Tenant’s Option Notice and the expression of interest from the relevant third party does not result in the execution of a lease in favour of such third party, and Purchaser shall promptly further in the event that the Landlord subsequently receives a further valid and bona fide expression of interest from a further third party, the provisions of sub-clauses (a), (b) and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE"c) of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share this clause 3.1 shall also apply in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds relation to such account as Stockholder shall designatefurther expression of interest PROVIDED THAT such further expression of interest is also received within 12 months from the date hereof.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event Notwithstanding anything to the contrary set forth herein, in no event shall any party hereto have occurred or (ii) (A) any obligation to consummate the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant transactions contemplated to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) occur at the time of such termination Closing, including the Minimum Condition shall not have been satisfied. Notwithstanding the foregoingGP Redemption, the Securities Option may not be exercised until: (i) all waiting periods under Holdco Transaction and the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976TWC Redemption, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise unless and until Comcast Subsidiary shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send deliver a written notice (the "NOTICEOption Exercise Notice") to Stockholder identifying Time Warner Cable during the date period commencing on the Option Commencement Date and expiring at 5:00 p.m. (not less than two NYT) on the Option Expiration Date specifying that it is irrevocably exercising its option (2the "Option") nor more than five (5) business days from to cause such transactions to be consummated in accordance with the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree)terms and conditions herein set forth. At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer The delivery of the Option Securities, against payment Exercise Notice (as defined under the Tolling Agreement) shall be deemed to Stockholder be a delivery of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event Option Exercise Notice under this Agreement. The date on which the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excessExercise Notice, if any, is received by Time Warner Cable is herein referred to as the "Option Exercise Date." For the avoidance of doubt, TWC acknowledges that the Option Exercise Notice (as defined in the Tolling Agreement) was delivered to TWC on May 20, 2005. (ii) The Option shall be non-transferable and is solely for the benefit of Comcast Subsidiary. (iii) The Option, if not yet exercised, shall automatically terminate and be null and void and of no further force or effect at 5:00 p.m. (NYT) on the Option Expiration Date (so long as prior thereto Comcast Subsidiary did not deliver the Option Exercise Notice in accordance with Sections 2.1(a)(i) and 12.4). (iv) From and after the Option Exercise Date, if any, consummation of the net proceeds received per share transactions contemplated by this Agreement shall be subject to the satisfaction of the conditions set forth in Sections 8.1, 8.2 and 9.1. (v) The valid exercise of the Option (as defined in the Sale over Tolling Agreement) will be deemed a valid exercise of the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateOption hereunder.

Option. Upon the terms and conditions herein stated, Seller (areferred to in this Section 6 as "OPTIONOR") In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser (referred to in this Section 6 as "OPTIONEE") an exclusive and irrevocable option right to purchase (a each, an "SECURITIES OPTION") to purchase any or all of the Securities four parcels described in Schedule 8 annexed hereto and made a part hereof (each an "OPTION PARCEL" and collectively, the "OPTION PREMISES") at any time during the four year period (the "OPTION SECURITIESPERIOD") beginning on the Closing Date and ending at 4:00 PM (EST) on the Offer Price, subject day prior to increase as set forth below the fourth anniversary of the Closing Date (the "PURCHASE PRICEOPTION TERMINATION DATE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, in the Securities Option may event this Agreement is terminated prior to the Closing Date, or the Closing does not occur for any reason, the grant of the Options set forth herein shall automatically terminate and be exercised until: (i) of no further force or effect and Optioner and Optionee shall be relieved form all waiting periods under further liability or obligations with respect to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976Options. On the Closing Date, as amended Optionor and Optionee shall execute and cause to be recorded a memorandum (the "HSR ACTMEMORANDUM OF OPTION")) in the form attached hereto as Exhibit O; provided, required for the purchase of the Securities upon such exercise shall have expired or been waived however, that Optionee hereby covenants and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided agrees that if (i) all HSR Act waiting periods shall the Options are not have expired or been terminated or (ii) there shall be in effect any such injunction or orderexercised by the Option Termination Date, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until within five (5) business days Business Days after the later earlier of (Ax) the date of expiration Option Termination Date or (y) other termination of all HSR Act waiting periodsthe Options pursuant to this Section 6, Optionee shall execute and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes cause to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date be recorded an unconditional release of the Notice) for the closing Memorandum of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree)Option in form reasonably acceptable to Optionor and Optionee. At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer The purchase of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder Premises shall be increased to such higher price. If upon the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, terms and Purchaser shall promptly (and conditions contained in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increasethis Section 6. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. 8.1 If the Tenant wishes to take a tenancy of the Premises for a further term of three years from the expiration of the Term at the rent and on the terms and conditions hereinafter mentioned and shall not less than six months before the expiration of the Term give to the Landlord notice in writing of such its desire and if it shall have paid the rent hereby reserved and shall have performed and observed all the terms and conditions herein contained and on its part to be performed and observed up to the expiration of the Term then the Landlord will let the Premises to the Tenant for a further term of three years from the 1 July 2000 at the then current market rent such rent to be determined in manner hereinafter provided or the Rent specified in this Agreement which is higher and subject in all other respects to the same stipulations as are herein contained except this clause for renewal and any rent-free period allowed to the Tenant. 8.2 The rent payable for the said further term (the "new rent") shall be notified by the Landlord to the Tenant and shall be agreed between the parties hereto not less than two months immediately prior to the expiration of the Term Provided that in the event of a failure by the parties hereto to agree on the new rent the same shall be determined by an independent professional valuer or firm of professional valuers (the "valuer") to be appointed jointly by the parties hereto in writing or in the absence of agreement on the identity of the valuer not less than one month prior to the expiration of the Term the valuer shall be appointed (on the application of either party) by the Chairman for the time being of the Royal Institution of Chartered Surveyors (Hong Kong Branch). The valuer shall act as an expert and not as an arbitrator and the valuer's decision shall be conclusive and binding on the parties hereto. 8.3 In determining the current market rent for the Premises the valuer shall: 8.3.1 make the following assumptions: (a) In order that no work has been carried out on the Premises by the Tenant its subtenants or their predecessors in title during the Term which has diminished the rental value of the Premises; (b) that if the Premises have been destroyed or damaged they have been fully restored; (c) that the agreements contained in this Agreement on the part of the Tenant have been fully performed and observed; (d) that the Premises are available to induce Parent let by a willing landlord to a willing tenant by one Agreement without a premium being paid by either party and Purchaser with vacant possession; (e) that the Premises are ready for and fitted out and equipped for immediate occupation and use for the purpose or purposes required by the willing tenant referred to enter into in paragraph (d) and that all the Merger Agreement, Stockholder hereby grants services required for such occupation and use are connected to Purchaser an irrevocable option the Premises; (a "SECURITIES OPTION"f) that the Agreement referred to purchase in paragraph (d) contains the Securities (same terms as this Agreement except the "OPTION SECURITIES") amount of the rent and any rent free period allowed to the Tenant for fitting out the Premises for its occupation and use at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination commencement of the Merger Agreement or termination Term; 8.3.2 and shall disregard the following matters: (a) any effect on rent of the Offer, whichever shall first occur; PROVIDED that, prior fact that the Tenant or its predecessors in title have been in occupation of the Premises; (b) any goodwill attributable to such termination, either the Tenant's business; (ic) a Trigger Event shall have occurred any increase in rental value of the Premises attributable to the existence at the expiration of the Term of any improvement to the Premises carried out by the Tenant with consent where required otherwise than in pursuance of an obligation to the Landlord or (ii) (A) its predecessors in title. 8.4 Until the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement new rent shall have been terminated by Parent pursuant determined in accordance with sub- clause 8.2 above, the Tenant shall pay to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) the Landlord on account of the new rent the existing monthly rent for the Premises and (C) at the time within twenty-one days of such termination determination the Minimum Condition Tenant shall not have been satisfiedpay to the Landlord any shortfall between the new rent and the payments made by the Tenant on account. 8.5 The cost and expenses of the valuer shall be borne by the Tenant. Notwithstanding the foregoing, the Securities Option may not THE FIRST SCHEDULE ------------------ Particulars ----------- BUILDING : ALL THAT building or buildings erected or to be exercised until: (i) all waiting periods under the erected on INLAND ▇▇▇ ▇▇.▇▇▇▇-▇▇▇▇▇-▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and intended to be known as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderCODA PLAZA. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. Commencing on the Effective Date and continuing until the date that is four (a4) In order to induce Parent months after the Commencement Date (the "Option Period"), and Purchaser to enter into provided no Event of Default has occurred under this Lease, Tenant shall have the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a the "SECURITIES OPTIONOption") to purchase lease not less than 3000 square feet on the Securities first floor of the Building, in a location reasonably acceptable to Landlord and Tenant, for the purpose of operating a first class retail coffee shop and bakery serving beverages, pastries and related item for "eat-in" and "take-out" service (the "OPTION SECURITIESCoffee Shop"). If Tenant desires to exercise the Option, Tenant shall notify Landlord thereof in writing no later than the last day of the Option Period. If Tenant fails to exercise the Option within the time period specified, Tenant shall been deemed to have waived the Option and this Section 31(a) at shall be void and of no further force or effect. If Tenant exercises the Offer PriceOption within the time period specified, subject Landlord and Tenant shall promptly proceed to increase as set forth below negotiate in good faith a lease for the Coffee Shop (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIODCoffee Shop Lease") following termination of the Merger Agreement or termination of the Offerwhich shall be on substantially identical terms to this Lease, whichever shall first occur; PROVIDED that, prior to such termination, either except as follows: (i) the use of the premises shall be solely for a Trigger Event shall have occurred or first class retail coffee shop and bakery serving beverages, pastries and related items for "eat-in" and "take-out" service, (ii) services provided by Landlord, and the corresponding operating expenses to be paid by Tenant, shall be adjusted as required for a retail food service operation (Aincluding, without limitation, reflecting that Tenant shall provide its own janitorial services for the Coffee Shop premises), and (iii) the Company parties shall have received a written proposal from any person make such other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) modifications as may be reasonably necessary to reflect the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase retail nature of the Securities upon such exercise shall have expired or been waived Coffee Shop Lease. If Landlord and any other conditions under Tenant do not enter into a mutually acceptable Coffee Shop Lease by the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting date that is the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later earlier of (A) the date twenty (20) Business Days after Tenant's exercise of expiration its Option under this Section 31(a), or termination of all HSR Act waiting periods, and (B) one hundred thirty-five (135) days after the date of removal or lifting of such injunction or order. (b) In Effective Date, then the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (as well as the "NOTICE"Right of First Offer set forth in Section 31(b) to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchasebelow, which closing shall be held at void and of no further force or effect and Landlord shall be free to lease the executive offices of the Company (space in question, or such any other place as the parties may agree). At the closingspace, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or any other party at any time within the one-year period following such acquisition, Parent, Purchaser or on any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased terms and conditions acceptable to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseLandlord. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order Following the later to induce Parent occur of the (i) Series A Shareholder Approval Date, (ii) Bank Approval Date, (iii) Board Approval Date and Purchaser to enter into (iv) Option Approval Date, the Merger Agreement, Stockholder hereby grants to Purchaser Investor shall have an irrevocable option (a the "SECURITIES OPTION") to purchase the Securities an additional 21,000 shares of Series A Preferred Stock (the "OPTION SECURITIESSHARES") at the Offer Price, subject to increase as set forth below for an aggregate purchase price of $21,000,000 (the "OPTION PURCHASE PRICE"). The Securities Option may be exercisedexercised by the Investor at any time, in whole but and not in part, by during the period commencing on the later to occur of the (i) Series A Shareholder Approval Date, (ii) Bank Approval Date, (iii) Board Approval Date and (iv) Option Approval Date and ending on the Expiration Date. Except as expressly provided in Section 2.02(b) hereof, exercise of the Option shall be at the Investor's sole discretion. In the event that the Investor elects to exercise the Option, the Investor shall deliver a written notice (an "OPTION EXERCISE NOTICE") to Stockholder (as that effect to the Company not later than the Expiration Date. Delivery of the Option Exercise Notice in accordance with the terms hereof shall constitute a binding agreement on the part of the Investor to purchase, and on the part of the Company to issue, sell and deliver, the Option Shares at the Option Closing on the terms and subject to the conditions set forth belowherein. The purchase of the Option Shares pursuant to the Option is referred to herein as the "OPTION PURCHASE." (b) Subject to Section 2.02(c) hereof, in the event that the Closing Price exceeds the Conversion Price on each Trading Day in a 45-Trading Day Reference Period, the Company shall have the right, at its option and election, to require the Investor to exercise the Option, in whole and not in part, and to purchase the Option Shares on the terms and subject to the conditions set forth herein. In the event that the Company elects to require the Investor to exercise the Option and to purchase the Option Shares in accordance with this Section 2.02(b), the Company shall deliver a written notice (a "MANDATORY EXERCISE NOTICE") to that effect to the Investor not later than the third Business Day after the last day of the relevant 45-Trading Day Reference Period. The Mandatory Exercise Notice shall set forth in reasonable detail the supporting data used by the Company in its determination that it has the right to require the Investor to exercise the Option. Delivery of the Mandatory Exercise Notice in accordance with the terms hereof shall constitute exercise of the Option by the Investor, and shall constitute a binding agreement on the part of the Investor to purchase, and on the part of the Company to issue, sell and deliver, the Option Shares at the Option Closing, on the terms and subject to the conditions set forth herein; PROVIDED, HOWEVER, that in the event the conditions set forth in Section 9.03 hereof are not satisfied or waived on or prior to the tenth Business Day following the delivery of the Mandatory Exercise Notice, (i) the Investor shall not be deemed to have exercised the Option, (ii) the Investor shall not be obligated to purchase the Option Shares, (iii) the Mandatory Exercise Notice shall be deemed to have been withdrawn, and (iv) the Company shall not have the right to require exercise of the Option and shall not deliver a subsequent Mandatory Exercise Notice for a period of ten (10) business 30 days (following such tenth Business Day. The Company shall not deliver a Mandatory Exercise Notice if, to the "10 DAY PERIOD") following termination knowledge of the Merger Agreement or termination of Company, the Offerconditions set forth in Section 9.04(b), whichever shall first occur; PROVIDED that, prior to such termination, either (ic) a Trigger Event shall have occurred or (iid) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall hereof cannot have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been be satisfied. Notwithstanding The Company's right to require the foregoing, Investor to exercise the Securities Option may not be exercised until: (i) all waiting periods under and purchase the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option Shares pursuant to this Agreement; provided that if (iSection 2.02(b) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall expire on, and no Mandatory Exercise Notice may be in effect any such injunction or order, in each case on the expiration of the 10 Day Perioddelivered later than, the 10 Day Period shall be extended until five (5) business days date that is 30 calendar months after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateSeries A Shareholder Approval Date. (c) In Notwithstanding anything in this Section 2.02 to the event contrary, the Company shall not require the Investor to exercise the Option Securities are acquired by Purchaser and the Investor shall not be required to purchase the Option Shares pursuant to a Mandatory Exercise Notice unless (i) the exercise Common Stock shall have been validly listed for trading on the NYSE or other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant 45-Trading Day Reference Period and on the Option Closing Date, (ii) the average daily trading volume in the Common Stock during the relevant 45-Trading Day Reference Period is at least 60% of the Securities Option (average daily trading volume in the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock for the 180-day period ending on the date of the Investment Agreement, (iii) as of the Option Closing, the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the offer and sale of shares of Series A Preferred Stock and Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for use), (iv) no Change of Control shall have occurred since the date hereof, (v) the Company shall not have breached or defaulted under this Agreement or the Certificates of Designations in any material respect, (other than from breaches or defaults that have been cured or waived prior to the Company) at a price in excess date of the Purchase Price, then Mandatory Exercise Notice) and (vi) the Purchase Price hereunder shall be increased Company is permitted to such higher price. If the purchase sell all of the Acquired Securities has been completed at Option Shares to the time of such increase, Stockholder shall be entitled Investor on the Option Closing Date under the Indenture. Notwithstanding anything in this Section 2.02 to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designatethe contrary, the amount Company may not require the Investor to exercise the Option and purchase the Option Shares pursuant to a Mandatory Exercise Notice if such exercise or purchase would: (a) violate any provision of the increaseCertificate of Incorporation or Bylaws; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries; or (d) violate any Law applicable to the Company or any of its Subsidiaries. (d) Notwithstanding anything in this Section 2.02 to the contrary, in the event (a "RESTRICTION EVENT") that an Option Exercise Notice has been delivered and the Company is prohibited from selling any Option Shares to the Investor pursuant to (A) the provisions set forth 18 in Section 4.03(a) of the Indenture (as in effect on the date hereof) or (B) under comparable provisions of any Indenture so long as such comparable provisions are not materially more restrictive than those referred to in clause (A), the Company shall not be required to sell Option Shares to the Investor at the Option Closing to the extent that the Company is prohibited from doing so pursuant to such provisions. In such event, the Investor shall have the right to (i) exercise the Option in part and purchase (a "PARTIAL PURCHASE") at the Option Closing that number of Option Shares that the Company is permitted to sell under the Indenture (as in effect on the date hereof) or (ii) withdraw the Option Exercise Notice (a "WITHDRAWAL"). In connection with any Partial Purchase, the Option Purchase Price shall be proportionately reduced to reflect the actual number of Option Shares purchased at the Option Closing. Following the Option Closing at which a Partial Purchase is completed, the Option shall remain effective with respect to the Option Shares that the Company was not permitted to sell at the Option Closing under the Indenture on the same terms and conditions set forth herein, except that the Option Purchase Price shall be proportionately reduced to reflect the number of Option Shares still subject to the Option. In the event of a Withdrawal, no Option Exercise Notice shall deemed to have been delivered hereunder, except for the Option Securities are acquired by Purchaser pursuant to the exercise purposes of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatethis Section 2.02(d).

Option. (a) In order Subject to induce Parent the terms and Purchaser to enter into conditions hereinafter set forth and set forth in the Merger AgreementRequest for Proposal, Stockholder Seller hereby grants to Purchaser an irrevocable the exclusive right and option (a "SECURITIES OPTION") to purchase the Securities Premises from Seller (the "OPTION SECURITIES"“Option”) during the Option Period hereinafter defined. As consideration for the Option, Purchaser shall pay Seller on the Effective Date of this Agreement the sum of Sixteen Thousand and 00/100 ($16,000.00) Dollars (the “Option Price”). Said Option Price: (a) shall be applied to the Purchase Price defined in section 4 hereof if the Option is exercised within the Initial Option Period (defined below) or within the first six (6) months of any Extended Option Period (defined below) (ie., within eighteen (18) months of the Effective Date); (b) shall not be applied to said Purchase Price if the Option is exercised during the last six (6) months of the Extended Option Period (or after the first eighteen (18) months following the Effective Date); and (c) shall be considered earned by Seller when paid and non-refundable to Purchaser regardless of whether or not the Option is exercised, subject to section 3(b) hereof. The Option shall remain in effect for twelve (12) months from the Effective Date of this Agreement (the “Initial Option Period”) and may be extended for an additional twelve (12) months (commencing immediately following the Initial Option Period) (the “Extended Option Period”) at the Offer Price, subject discretion of the Purchaser provided good faith and diligent efforts are being made to increase as set forth below obtain all necessary permits and approvals required to facilitate the construction of the Project (the "PURCHASE PRICE"“Initial Option Period” and “Extended Option Period”, if any, are collectively defined herein as the “Option Period”). The Securities If Purchaser desires to exercise the Option may be exercisedduring the Option Period, in whole but not in part, by Purchaser shall send Seller written notice of such election to Stockholder (as set forth below), for a period of ten (10) business days (exercise the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition TransactionOption, which proposal written notice shall not have expired or been withdrawnbe sent to Seller by certified mail, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) return receipt requested at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised untilfollowing address: (i) all waiting periods under the Mr. ▇▇▇▇ ▇▇▇▇-, Town Manager, Town of Groton, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇-▇, ▇▇ ▇▇▇▇▇. The Option Notice shall be accompanied by the purchase deposit required by section 4.2 hereof payable to the “Town of Groton” by a certified and/or bank cashier’s check, which deposit will be held by Seller in accordance with section 4.2 hereof. Notwithstanding the Option Period set forth above, said Option Period shall be tolled during the pendency of any third party appeal arising out of any permits or approvals granted in connection with the Project until the final resolution of such appeal. If Purchaser exercises the Option, the provisions of sections 4 through 21 of this Agreement and set forth in the Request for Proposal shall govern the purchase and sale rights and obligations of the parties. During the Option Period, ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (agrees not to market the "HSR ACT"), required for Premises unless requested by the purchase Purchaser and in the sole discretion of the Securities upon such exercise shall have expired or been waived and any other conditions under Seller, the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise Seller’s marketing of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be Premises will assist in effect any such injunction or order, in each case on the expiration marketing of the 10 Day PeriodPremises. If Purchaser, within the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periodsOption Term, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes fails to exercise the Securities OptionOption in strict compliance with all requirements of this Section 1, Purchaser this Agreement and the Option and sale contemplated herein, shall send a written notice (be rendered null and void with the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date exception of the Notice) for the closing of such purchasePurchaser’s obligations set forth in section 2.2 hereof, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer survive termination of the Option Securities, against payment to Stockholder and this Agreement. Time is of the Purchase Priceessence with regard to Purchaser’s obligations under this Section 1. To the extent any requirement or provision of this Agreement and the Request for Proposal are in conflict or inconsistent, in same day funds, by wire transfer to such account as Stockholder the provisions of this Agreement shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant superseded and control to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time extent of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseconflict or inconsistency. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order consideration of the payment to induce Parent Owner of 250,000(the "Advance"), the receipt of which Owner acknowledges, which shall be applicable against and Purchaser recoupable from any and all other payments to enter into the Merger AgreementOwner hereunder, Stockholder Owner hereby grants to Purchaser an Producer during the Option Period (as defined below) the exclusive and irrevocable option for each and every Subject Property to purchase all of the Rights (as defined below) in and to such Subject Property on and subject to the terms and conditions herein contained (individually an "Option" and collectively "Options"). (i) The Option for any Subject Property shall be effective only during the Option Period (as hereinafter defined) for that Subject Property. Each "Option Period" shall consist of the Initial Option Period (as defined below) plus, if applicable, the First Extended Period (as defined below), and, if also applicable, the Second Extended Period (as defined below). (ii) The "Initial Option Period" for each Subject Property shall commence as of the date hereof (or, in the case of a Property that becomes a Subject Property after the date hereof, upon the date such Property becomes a Subject Property) and shall continue until December 31,2007. (iii) If, prior to the expiration of the Initial Option Period, Owner has received payments pursuant to this Agreement in the amount of $350,000 or more (inclusive of the Advance), then the Initial Option Period shall be extended for an additional period of thirty (30) consecutive months (the "SECURITIES OPTIONFirst Extended Period") to purchase the Securities (the "OPTION SECURITIES") at the Offer PriceJune 30, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied2010. Notwithstanding the foregoing, the Securities Option may if Owner has not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act received payments of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired $350,000 or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued more by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Initial Option Period, Producer may extend the 10 Day Option Period through the First Extended Period by payment to Owner before the expiration of the Initial Option Period of the difference of the amounts received by Owner hereunder and $350,000. Owner acknowledges the receipt from Producer of $425,000 as of the date of Owner's execution hereof. (iv) If prior to the expiration of the First Extended Period, Owner has received payments of $700,000or more (inclusive of the Advance) hereunder, then the First ExtendedPeriod shall be extended extend for an additional twelve (12) consecutive month period (the "Second Extended Period"). Notwithstanding the foregoing, if Owner has not received payment of $700,000 or more hereunder by the expiration of the First Extended Period, Producer may extend the option Period through the Second Extended Period by payment to Owner before the expiration of the First Extended Period of the difference between the amounts received by Owner hereunder and $700,000. (v) In addition, if Producer shall have entered into a development agreement approved by Owner for a Production for a particular Subject Property, then Producer shall have the right to extend the option Period as follows for only that Subject Property (but not for any other Subject Property) by written notice thereof to Owner. Accordingly, the Option Period for such Subject Property shall, pursuant to the immediately preceding sentence, continue until five (5) business days after the later earlier of (A) such time as Producer exercises the date of expiration or termination of all HSR Act waiting periodsOption with respect to such Subject Property, if ever, and (B) the date twelve (12) months after the described in the first sentence of removal or lifting this paragraph (at least as it relates to such roperty) and [2] the termination of such injunction or order. development agreement (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place least as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer it relates to such account as Stockholder Property); provided such twelve (12) month period shall designatetoll during all periods that such Subject Property is the subject of an option agreement with a third party approved by Owner. (c) In the event If Owner shall receive during the Option Securities are acquired by Purchaser pursuant Period, directly or indirectly, any bona fide professional inquiry whatsoever (whether in writing or otherwise) regarding the availability and/or exploitation of any AV Production rights to any part of a Subject Property, including, but not limited to, the inclusion or adaptation of the Subject Property, or of any part thereof, in or for any form of AV Production, then Owner shall immediately notify Producer in writing of such inquiry, providing full details thereof, including, without limitation(to the extent Owner knows same) the name, company, postal and email addresses and telephone and facsimile numbers of any person making such inquiry, together with a full account of such inquiry. If Owner fails to refer such an inquiry to Producer and then enters into an agreement with the inquirer within twelve (12) months from the expiration of Producer's rights related to the exercise of the Securities Option (the "ACQUIRED SECURITIES") andapplicable Subject Property, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder Producer shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant irrevocably attached to the exercise of the Securities Optionproject, Stockholder shall with fees and credit for Producer to be entitled to receive, and Purchaser shall promptly (and negotiated in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designategood faith.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder The Company hereby grants to Purchaser an irrevocable Employee the option (to purchase, as hereinafter set forth, ________ shares of the Common Stock of the Company at a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below)price of $_________ per share, for a period commencing on the date provided in Section 4 hereof and terminating on the first to occur of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred the expiration of ten years from the date of this Agreement, or (ii) (A) when the employment of Employee by the Company shall have received a written proposal or any of its Affiliates terminates for any reason, subject, however, to the following: (a) if said employment terminates less than ten years from any person the date hereof other than Parentby reason of death or Employee’s becoming permanently and totally disabled as defined in Section 2(b) below, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transactionthen Employee may exercise this option, which proposal shall not have expired or been withdrawn, (B) to the Merger Agreement shall have been terminated by Parent pursuant extent he was entitled to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) do so at the date of termination of employment, at any time of within three months after such termination the Minimum Condition shall termination, but not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on after the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order.ten-year period; (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not if said employment terminates less than two (2) nor more than five (5) business days ten years from the date hereof by reason of Employee’s becoming permanently and totally disabled (within the meaning of Section 22(e)(3) of the NoticeInternal Revenue Code of 1986, as amended), then Employee (or Employee’s legal representative if Employee is legally incompetent) for may exercise this option, to the closing extent he was entitled to do so at the date of such purchasetermination, which closing shall be held at any time within one year after such termination but not after the executive offices expiration of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate.ten-year period; and (c) In if said employment terminates less than ten years from the event date hereof by reason of Employee’s death, then the Option Securities are executor or administrator of Employee’s estate or anyone who shall have acquired this option by Purchaser will or pursuant to the laws of descent and distribution may exercise this option, to the extent Employee was entitled to do so on the date of the Securities Option (the "ACQUIRED SECURITIES") andhis death, either before or at any time within one year after such death but not after the oneexpiration of the ten-year period following such acquisitionperiod. Notwithstanding any other provision of this Agreement, Parentthe option granted hereunder shall terminate immediately upon the Employee’s termination of employment on account of fraud, Purchaser dishonesty or any affiliate the performance of Parent or Purchaser shall acquire Common Stock (other than from acts detrimental to the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire A transfer of same day funds to such account as Stockholder employment without interruption of service between or among the Company and any of its Affiliates shall designate, the amount not be considered a termination of the increaseemployment for purposes of this Agreement. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder Optionor hereby grants to Purchaser an irrevocable Optionee the exclusive right and option (a "SECURITIES OPTION"the “Option”) to purchase the Securities Property at any time from and after the June 9, 2004 through June 9, 2006 (the "OPTION SECURITIES"“Option Period”). If Optionee exercises the Option, then on the Closing Date (as hereinafter defined), Optionor shall sell, assign, transfer and convey to Optionee and Optionee shall purchase from Optionor all of Optionor’s right, title and interest in and to: (a) at the Offer PriceLand, and all other improvements located therein and associated therewith which are owned by Optionor, subject only to increase the Permitted Exceptions (as set forth below hereinafter defined); (b) all easements, covenants and other rights appurtenant to the Land; (c) to the extent assignable by Optionor, all permits, approvals, variances, rights, benefits, privileges and licenses (collectively, “Approvals”) issued in connection with the development, use and operation of the Land; and (d) to the extent assignable by Optionor, and to the extent in Optionor’s possession or control, all plans, specifications, drawings, site plans, blueprints, surveys, reports and studies performed in connection with the investigation of the Land and the issuance of the Approvals (the "PURCHASE PRICE"“Due Diligence Materials”). The Securities Land, together with the interests described in subsections (a) through (d) herein shall be referred to collectively as the “Property”. The Option may be exercised, in whole but shall automatically terminate if not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement exercised on or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Option Period. This Agreement and the Option shall terminate upon closing of any purchase contract between Optionor and HQ (the “First Offer Contract”) pursuant to the right of first offer provided for in Section 13 of the Purchase Contract, provided, however, during the 10 Day pendency of the First Offer Contract, Optionee may not exercise the Option but the Option Period shall automatically be extended until five (5) business days after during the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from period between the date of the Notice) for First Offer Contract and the closing of such purchase, which closing shall be held at date under the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateFirst Offer Contract. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. If at any time during the Term, and subject to Section 6.3.2, Dario (a) In order desires to induce Parent expand the co-promotion of the Solution and/or Enhanced Solutions, as applicable, in geographies beyond the Territory, or (b) desires to develop, with a Third Party, new applications, that are not Unavailable Products, in any therapeutic area within the Territory other than the Therapeutic Areas, or (c) when acting in its role at the JSC, votes against the addition of a new feature or function (proposed by either Party) to a Development Plan, and Purchaser then proceeds to enter into the Merger Agreementdevelop such new feature or function with a Third Party, Stockholder (each activities described in (a) through (c) is an “Optioned Activity”) Dario hereby grants Sanofi the option to Purchaser an irrevocable option (a "SECURITIES OPTION") collaborate with Dario to purchase the Securities conduct such Optioned Activity in priority to any Third Party (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"“Option”). The Securities Dario must notify Sanofi in writing prior to beginning negotiations with any Third Party regarding an Optioned Activity (“Option may be exercisedNotice”). If Sanofi elects to exercise the Option, it shall deliver a notice in writing to Dario within ten (10) Business Days, unless otherwise agreed by the Parties, after receipt of the Option Notice (“Option Exercise Notice”), in whole but not which case the Parties shall negotiate in partgood faith, by written notice an agreement governing each Party’s responsibilities, rights and obligations in relation to Stockholder (as set forth below), the subject matter of the Option Notice for a period of sixty (60) days, unless otherwise agreed by the Parties, from the date of receipt by Dario of the Option Exercise Notice (“Negotiation Period”). Dario is prohibited from negotiating with Third Parties during the Negotiation Period. Dario may perform the Optioned Activity if Sanofi does not deliver its Option Exercise Notice within the foregoing ten (10) business days (Business Day period, unless otherwise agreed by the "10 DAY PERIOD") following termination of Parties, or the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for Parties do not conclude an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant agreement with respect to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time applicable Optioned Activity within the one-year period following such acquisitionforegoing sixty (60) day period, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from unless otherwise agreed by the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseParties. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order On the terms and subject to induce the conditions set forth herein, the Stockholders hereby grant to Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities right, title and interest of the Stockholders in and to the Permissible Number of the Stockholders’ Shares (the "OPTION SECURITIESOptioned Shares") at with a price per share equal to the Offer Price. Parent may exercise the Option in whole, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below)if, for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offerbut only if, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate has acquired shares of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent common stock pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied Offer and (ii) the Stockholders have failed to tender into the Offer at least the Permissible Number of Shares or shall have withdrawn the tender of a number of Shares equal to or greater than the Permissible Number in breach of this Agreement. The Parent may exercise the Option at any time within the sixty (60) days following the date when such Option first becomes exercisable. (b) In the event that the Parent is entitled to and wishes to exercise the Option, the Parent shall send a written notice to Stockholders specifying the place and the date for the closing of such purchase, which date shall be not more than sixty (60) days after the date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Entity is required in connection with the exercise of the Option or there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if Option, the period of time during which the date of the closing may be fixed shall be extended until the tenth (i10th) day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option Securities are acquired by Purchaser purchase of Stockholders’ Optioned Shares pursuant to the exercise of the Securities Option (Option, simultaneously with the "ACQUIRED SECURITIES") andpayment by the Parent of the purchase price for Stockholders’ Optioned Shares, either before the Stockholders shall deliver, or at any time within cause to be delivered, to the one-year period following such acquisition, Parent, Purchaser or any affiliate of certificates representing the Optioned Shares duly endorsed to the Parent or Purchaser shall acquire Common Stock (accompanied by stock powers or other than from transfer documents duly executed by the Company) at a price Company in excess blank, together with any necessary stock transfer stamps properly affixed, free and clear of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseall Liens. (d) In The Parent, the event Purchaser or the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receive, deduct and Purchaser shall promptly (and in no event more than 48 hours following withhold from the consideration otherwise payable pursuant to this Section 1.6 to Stockholders such Sale) pay amounts as are required to Stockholder, upon any subsequent disposition, transfer be withheld under the Code or sale to an unaffiliated third party ("SALE") of all the Treasury Regulations thereunder or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateother Tax Law.

Option. (a) In order Pursuant to induce Parent and Purchaser to enter into Section 10(b) of the Merger Employment Agreement, Stockholder the Company hereby grants to Purchaser the Optionee an irrevocable option (a the "SECURITIES OPTIONOption") to purchase 100,000 shares of Common Stock, $.01 par value of the Securities Company (the "OPTION SECURITIESOption Shares") at the Offer Price, subject to increase as set forth below a purchase price per share of $7.50 (the "PURCHASE PRICEOption Price"), and agrees to cause certificates for any shares purchased hereunder to be delivered to the Optionee upon payment of the Option Price in full, all subject, however, to the terms and conditions hereinafter set forth. (b) Subject to Section 3(a) hereof, this Option (until terminated as hereinafter provided) shall be exercisable only to the extent of 33% of the shares covered hereby after the Optionee shall have been in the continuous employ of the Company or any Subsidiary through the second anniversary of __________, ____ (the "Date of Grant") to the extent of an additional 33% of the shares covered hereby after the Optionee shall have been in the continuous employ of the Company or any Subsidiary through the third anniversary of the Date of Grant and to the extent of an additional 34% of the shares covered hereby after the Optionee shall have been in the continuous employ of the Company or any Subsidiary through the fourth anniversary of the Date of Grant. The Securities For purposes of this Agreement, the employment of the Optionee with the Company or a Subsidiary shall not be deemed interrupted, and the Optionee shall not be deemed to have ceased to be an employee of the Company or any Subsidiary by reason of the transfer of his employment among or between the Company and its Subsidiaries. For the purpose of this paragraph, leaves of absence approved by the Board of Directors of the Company, or any committee thereof, for illness, military or government service, or other cause, shall be considered as employment. (c) To the extent exercisable, the Option may be exercisedexercised in whole, or in whole but not part from time to time, until expiration as provided in part, by written notice to Stockholder Section 1(d). (as set forth below), for a period of ten (10d) business days (This Option shall terminate on the "10 DAY PERIOD") following termination earliest of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either following dates: (i) On the date on which the Optionee ceases to be an employee of the Company or a Trigger Event shall have occurred or Subsidiary unless he ceases to be such an employee in a manner described in (ii) or (iii) below. (ii) On the later to occur of (A) the Company shall have received a written proposal from any person other than Parent, Purchaser second anniversary of the Commencement Date (as defined in the Employment Agreement) or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) 60 days after the Merger Agreement shall have been Optionee ceases to be an employee of the Company or any Subsidiary if (I) Optionee retires from employment with the Company or any Subsidiary after reaching the age of 65 years, or (II) Optionee's employment is terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f7(d) of the Employment Agreement. (iii) On the later to occur of (A) the second anniversary of the Commencement Date (as defined in the Employment Agreement) or 8.01(g(B) 90 days after the date on which Optionee's employment is terminated as a result of the Optionee's death or Disability (as defined in the Employment Agreement). (iv) Ten years from the Date of Grant. In the event the Optionee shall intentionally commit an act materially inimical to the interests of the Company or a Subsidiary, and (C) the Board shall so find, the Option shall terminate at the time of such termination act, notwithstanding any other provision of this Agreement. Nothing in this Section 1(d) shall be construed to modify or enlarge the Minimum Condition rights of the Optionee and the conditions of exercising this Option as set forth in Section 1(b) hereof, and at no time shall not any right to exercise this Option accrue to the Optionee unless and to the extent that the conditions set forth in Section 1(b) shall have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (be) In Nothing contained in this Agreement shall limit whatever right the event that Purchaser wishes Company or any Subsidiary might otherwise have to exercise terminate the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date employment of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateOptionee. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order Subject to induce Parent and Purchaser the provisions of Section 12.1 hereof as to enter into the Merger termination of this Agreement, Stockholder hereby grants in the event following the date hereof and until 180 days following the Closing, MAC and/or Nexgen wish to Purchaser transfer to HC and/or to NewCo and/or, subject to HC's written consent, to any of HC's wholly owned subsidiaries, an irrevocable option (existing functional plant relating to the Business and all related assets, or all of the shares held by the Company of an entity with directly owns such a plant, with a given value, on an "SECURITIES OPTION") to purchase the Securities enterprise valuation basis" (the "OPTION SECURITIESPLANT VALUATION") at ), as confirmed by a written valuation for the Offer Pricebenefit of the Purchaser, subject in form and substance satisfactory to increase as set forth below the Purchaser, prepared by a recognized firm acceptable to the Purchaser (the "PURCHASE PRICEPLANT")) and the Plant is satisfactory to the Purchaser, then in consideration for the Plant, HC shall issue and/or transfer to MAC such number of its ordinary shares equal to the Plant Valuation divided by $1.50 less 1%, rounded to the nearest whole number; provided however that notwithstanding anything to the contrary in this , the aggregate number of ordinary shares issued and/or transferred to MAC by HC pursuant to this Section 1.70 and pursuant to Section 1.62.2 shall not exceed 80,000,000 ordinary shares. The Securities Option may option under this Section 1.70 shall only be exercised, in whole but not in part, exercisable by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event Company if there shall have occurred or (ii) (A) been a Closing and at the Closing the Company shall have received a written proposal from any person other than Parenttransferred to NewCo the Current Assets, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transactionand, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoingif required, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, Completion Assets as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued contemplated by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided . If the Company shall provide notice prior to the Closing that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there it intends to exercise this option, then notwithstanding anything else in this Agreement, the Plant shall be deemed to be included in effect any such injunction or orderthe definition of Assets and, in each case on the expiration of the 10 Day Periodinter alia, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment Plant to Stockholder NewCo shall be a condition precedent for Purchaser to consummate the transactions hereunder and shall be deemed included in Section 7 hereof and the obligations of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder Purchaser under this Section shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant be subject to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher priceClosing. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.COMPENSATION TO DIRECTOR

Option. (a) In order the event the Purchaser ceases to induce Parent and Purchaser to enter into be an employee, consultant, advisor, officer or director of the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option Company (a "SECURITIES OPTION"“Service Provider”) to purchase the Securities (the "OPTION SECURITIES") at the Offer Pricefor any or no reason, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercisedincluding, in whole but not in partwithout limitation, by written notice to Stockholder reason of the Purchaser’s death or disability (as set forth below), for a period of ten (10defined in Section 22(e)(3) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination Internal Revenue Code of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 19761986, as amended (the "HSR ACT"“Code”), required for “Disability”), resignation or involuntary termination, the purchase Company shall, from such time (as determined by the Company in its discretion), have an irrevocable, exclusive option to repurchase (the “Repurchase Option”) any Shares which have not yet been released from the Repurchase Option (the “Unreleased Shares”), at a price per share equal to the lesser of (x) the fair market value of the Securities upon such shares at the time the Repurchase Option is exercised, as determined by the Company’s board of directors and (y) the Purchase Price (the “Repurchase Price”). The Company may exercise its Repurchase Option as to any or all of the Unreleased Shares at any time after the Purchaser ceases to be a Service Provider; provided, however, that without requirement of further action on the part of either party hereto, the Repurchase Option shall have expired or been waived and any other conditions under the other Antitrust Laws shall be deemed to have been satisfied automatically exercised as to all Unreleased Shares at 5:00 p.m. (Pacific Time) as of the date that is 60 days following the date the Purchaser ceases to be a Service Provider, unless the Company declines in writing to exercise its Repurchase Option prior to such time. B. Exercise. If the Company decides not to exercise its Repurchase Option, it shall notify the Purchaser in writing within 60 days of the date the Purchaser ceases to be a Service Provider. If the Repurchase Option is exercised or deemed exercised, within 90 days of the date the Purchaser ceases to be a Service Provider, the Company shall deliver payment to the Purchaser, with a copy to the Escrow Agent (as defined in Section 8 hereof), by any of the following methods, in the Company’s sole discretion: (i) delivering to the Purchaser or the Purchaser’s executor a check in the amount of the aggregate Repurchase Price, (ii) canceling an amount of the Purchaser’s indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) any combination of (i) and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting such that the exercise combined payment and cancellation of indebtedness equals the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderaggregate Repurchase Price. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, each Stockholder hereby grants to Purchaser Parent an irrevocable option (a "SECURITIES OPTION"the “Option”) to purchase all of the Securities (the "OPTION SECURITIES") right, title and interest of such Stockholder in and to such Stockholder’s Covered Shares at a price equal to the Offer Price. Parent may exercise an Option in whole, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice if, but only if, (i) Merger Sub has acquired shares of Common Stock pursuant to the Offer and (ii) such Stockholder (as set forth below), for a period shall have failed to tender into the Offer any Covered Shares or shall have withdrawn the tender of any Covered Shares from the Offer. Parent may exercise an Option at any time within the ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of when such injunction or orderOption first becomes exercisable. (b) In the event that Purchaser Parent is entitled to and wishes to exercise the Securities an Option, Purchaser Parent shall send a written notice (to the "NOTICE"relevant Stockholder(s) to Stockholder identifying specifying the place and the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing date shall be held at not more than ten (10) days after the executive offices date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Authority is required in connection with the exercise of an Option or there shall be in effect any preliminary or final injunction or other order issued by any Governmental Authority prohibiting the exercise of an Option, the period of time during which the date of the Company closing may be fixed shall be extended until the tenth (10th) day following the last date on which all required notifications shall have been made, all required approvals shall have been obtained, all required waiting periods shall have expired or been terminated and any such other place as the parties may agree). At the closingprohibition shall have been vacated, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designateterminated or waived. (c) In At the event the Option Securities are acquired by Purchaser pursuant to the exercise closing of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of a Stockholder’s Covered Shares pursuant to exercise of an Option, simultaneously with the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, payment by wire transfer of same day funds to such account as Stockholder shall designate, the amount Parent of the increasepurchase price for a Stockholder’s Covered Shares, such Stockholder shall, to the extent such Covered Shares are not Uncertificated Shares, deliver, or cause to be delivered, to Merger Sub certificates representing such Covered Shares duly endorsed to Merger Sub or accompanied by stock powers or other transfer documents duly executed by the Company in blank, together with any necessary stock transfer stamps properly affixed, or shall transfer such Uncertificated Shares, in each case, free and clear of all Encumbrances, except for restrictions on transfer under the Securities Act or Encumbrances arising hereunder. (d) In Parent, Merger Sub or the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities OptionCompany, Stockholder as applicable, shall be entitled to receivededuct and withhold from the consideration otherwise payable pursuant to this Section 4 to a holder of Covered Shares such amounts as are required to be withheld under the Code, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Acquired Securities within the one-year period following Covered Shares in respect of which such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatededuction and withholding was made.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder The terminating Party hereby grants the other Party the exclusive option to Purchaser acquire (i) an irrevocable option assignment of all its Information solely and exclusively pertaining to a Collaboration Product that is the subject of a termination pursuant to Section 10.2, (ii) an assignment of all its Specific Third Party Agreements for such Collaboration Product, (iii) a "SECURITIES OPTION"right, under all its Generic Third Party Agreements for such Collaboration Product, to receive products or services related to such Collaboration Product, and (iv) to purchase the Securities an exclusive, worldwide, royalty bearing (the "OPTION SECURITIES"in accordance with Section 10.3(e) at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten irrevocable license (10) business days (with the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior right to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(bgrant further sublicenses), 8.01(d)(ii)under its Technology, 8.01(f) or 8.01(g) to develop, make, have made, use, sell and (C) at offer for sale such Collaboration Product in the time of such termination the Minimum Condition shall not have been satisfiedField. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there Such option shall be exercisable solely as provided in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderthis Section 10.3. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date anticipation of the Notice) for the closing potential exercise of such purchaseoption, which closing the terminating Party shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closingmaintain and preserve all its Technology, Stockholder shall deliver to Purchaser appropriate Generic Third Party Agreements, and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase PriceSpecific Third Party Agreements, in same day funds, by wire transfer each case to the extent that they would reasonably be expected to be the subject of such account as Stockholder shall designateoption. (c) In the event the Option Securities are acquired The other Party may exercise such option by Purchaser pursuant written notification to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or terminating Party at any time within during the one-year period following such acquisition, Parent, Purchaser or any affiliate commencing on the date of Parent or Purchaser shall acquire Common Stock termination pursuant to Section 10.2(a) and ending ninety (other than from the Company90) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher pricedays thereafter. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly During this ninety (and in no event more than 48 hours following such increase90) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designateoption period, the amount of other Party may use the increaseterminating Party Information pertaining to the applicable Collaboration Product to evaluate whether it wishes to exercise such option and may disclose such Information to a Third Party in confidence for such Third Party to evaluate whether it wishes to collaborate, or enter into a license agreement, with respect to the applicable Collaboration Product. (d) In At any time during the event option period, either Party may request that the Option Securities are acquired by Purchaser pursuant other Party provide it with a listing of all pertinent Information, Generic Third Party Agreements, Specific Third Party Agreements, and Technology, to the exercise extent not previously reported in performance of the Securities OptionResearch Program, Stockholder that would be assigned, licensed or otherwise conveyed if a Party were to elect to exercise its option. (e) The other Party may choose to exercise its option by giving written notice to the terminating Party. Upon receipt of such notice, the terminating Party shall (i) be deemed to have granted to the other Party the assignments, rights and licenses set forth in Section 10.3(a), (ii) negotiate in good faith a supply agreement under which the terminating Party will supply any components of its Technology necessary for manufacture of the applicable Collaboration Product; and (iii) be obligated to promptly take all steps (1) necessary to record or otherwise effectuate such assignments, rights and licenses and (2) to provide the other Party with access to any other documents required to develop and commercialize the Collaboration Product independent of the terminating Party, and the other Party shall be entitled obligated to receive, commence and Purchaser shall promptly (and continue paying the royalty as set forth in no event more than 48 hours following such SaleSection 10.3(e) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") on the attached Schedule of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatecommercial terms.

Option. (a) In order to induce Parent and Purchaser to enter into the ------ Merger Agreement, each Stockholder hereby grants to Purchaser an irrevocable option (a each, an "SECURITIES OPTIONOption") to purchase all (but not less than all) of the Securities Shares ------ beneficially owned by such Stockholder (the "OPTION SECURITIESOption Shares") at a price per ------------- Share equal to the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Each Option granted by a Stockholder may be exercised, exercised in whole but not at any time after (i) the occurrence of any event as a result of which Parent is entitled to receive the fee referred to in part, by written notice to Stockholder (as set forth below), for a period of ten (10Section 7.02(b) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination (ii) such time as such Stockholder shall have breached any of its agreements in Section 2(a), 5(a), 5(b) or 5(d). (b) Each Option that becomes exercisable under Section 3(a) shall remain exercisable until the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either later of (i) a Trigger Event shall have occurred or the date that is sixty (60) days after the date such Option becomes exercisable and (ii) the date that is ten (A10) days after the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate later of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) date that all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements HSR Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities Shares upon such exercise shall have expired or been waived terminated and any other conditions the date on which all approvals required under the other Foreign Antitrust Laws shall have been satisfied and (ii) obtained; provided that if at the expiration of such period there shall not be in -------- effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day PeriodOption, the 10 Day Period exercise period shall be extended until five ten (510) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of that no such injunction or order. (b) order is in effect. In the event that Purchaser wishes to exercise the Securities an Option, Purchaser shall send a written notice (to the "NOTICE") to applicable Stockholder identifying the place and date (not less than two (2) nor more than five ten (510) business days from the date of the Noticenotice) for the closing of such purchase, which closing shall be held at the executive offices of the Company purchase (or such other place as the parties may agreean "Option Closing"). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the each Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Closing Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and deliver in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day immediately available funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event aggregate exercise price due for the Option Securities are acquired by Purchaser pursuant Shares to the exercise be purchased at such Option Closing, against delivery of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateOption Shares.

Option. (a) In order Subject to induce Parent the terms and Purchaser to enter into the Merger Agreementconditions set forth herein, each Stockholder hereby grants to Purchaser an irrevocable Parent a continuing option (a "SECURITIES OPTION"the “Option”) to purchase for cash all or any portion of the Securities Company Common Stock (including, without limitation, the "OPTION SECURITIES"Shares) beneficially owned by such Stockholder as of the date hereof, or beneficially owned by such Stockholder at the Offer Priceany time hereafter (including, subject without limitation, shares acquired by way of exercise of Company Options or other rights to increase purchase Company Common Stock or by way of dividend, distribution, exchange, merger, consolidation, recapitalization, reorganization, stock split, grant of proxy or otherwise, but excluding shares owned by other Stockholders) by such Stockholder (as adjusted as set forth below herein) (the "PURCHASE PRICE"). The Securities “Option may be exercised, in whole but not in part, by written notice Shares”) at a purchase price per Option Share equal to Stockholder (as set forth below), for a period of ten (10) business days the Offer Price (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b“Purchase Price”), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser Parent wishes to exercise the Securities Option, Purchaser it shall send to the Stockholder a written notice (the "NOTICE"date of each such notice being herein referred to as a “Notice Date”) setting forth its irrevocable election to that effect, which notice also specifies the total number of Option Shares it intends to purchase from such Stockholder identifying the pursuant to such exercise and a date (not less earlier than two (2) three business days nor more later than five (5) 30 business days from the date of the Notice) Notice Date for the closing of such purchase (an “Option Closing Date”); provided, however, that (i) if the closing of a purchase and sale pursuant to the Option (an “Option Closing”) cannot be consummated by reason of any applicable judgment, decree, order, law or regulation, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which the restriction on consummation has expired or been terminated (but in no case more than six (6) months from the original Notice Date) and (ii) without limiting the foregoing, if prior notification to or approval of any regulatory authority is required in connection with the purchase, which closing Parent and the Stockholder shall be held at promptly file the executive offices required notice or application for approval and shall cooperate in the expeditious filing of such notice or application, and the Company (or such other place period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the parties case may agree)be, (A) any required notification period has expired or been terminated or (B) any required approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. At Each of Parent and the closingStockholder agrees to use commercially reasonable efforts to cooperate with and provide information to the other, Stockholder shall deliver to Purchaser appropriate and effective instruments for the purpose of transfer any required notice or application for approval. Any exercise of the Option Securitiesshall be deemed to occur on the Notice Date relating thereto. The place of any Option Closing shall be at the offices of Parent, against payment to Stockholder which address is set forth in the Merger Agreement, and the time of the Purchase PriceOption Closing shall be 10:00 a.m. (California time) on the applicable Option Closing Date. Parent shall not be under any obligation to exercise the Option, in same day funds, by wire transfer and may allow the Option to such account as Stockholder shall designateterminate without purchasing any Option Shares hereunder from any Stockholder. (c) In At any Option Closing, Parent shall pay to each Stockholder in immediately available funds by check or wire transfer to a bank account designated in writing by the event the Option Securities are acquired by Purchaser pursuant Stockholder an amount equal to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased multiplied by the number of Option Shares being delivered by the Stockholder; provided, that, with respect to such higher price. If the purchase any wire transfer, failure or refusal of the Acquired Securities has been completed at Stockholder to designate a bank account shall not preclude Parent from exercising the time of such increaseOption, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increasewhole or in part. (d) In At any Option Closing, simultaneously with the event delivery of immediately available funds as provided above, the Stockholder shall deliver to Parent a certificate or certificates representing the Option Securities are acquired by Purchaser pursuant Shares to the exercise of the Securities Optionbe purchased at such Option Closing, Stockholder which Option Shares shall be entitled to receive, free and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") clear of all or liens, claims, charges and encumbrances of any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatekind whatsoever (other than restrictions under applicable securities laws).

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either event (i) that SICOR is unable to supply all ordered quantities of Product to PURCHASER as a Trigger Event shall have occurred result of a Force Majeure, or (ii) that SICOR for any reason refuses or is otherwise unable to supply Product in accordance with the terms of this Agreement, or (iii) of the direct or indirect acquisition of substantially all of SICOR or GENSIA SICOR's assets or of a controlling interest in SICOR or GENSIA SICOR by any of the parties identified on Exhibit 8 hereto, or any of their Affiliates (each of the foregoing, a "Transfer Event"), and, if the Transfer Event falls under (and only under) clause (ii) above, and SICOR does not cure such failure within ninety (90) days from the date such Transfer Event commences and, if the Transfer Event falls under (and only under) clause (i) above, SICOR is not diligently pursuing such a cure within one hundred and fifty (150) days from the date such Transfer Event commences, PURCHASER shall have the option, in its sole discretion (the "Option") to (A) acquire a perpetual, exclusive, worldwide license (subject to reversion as set forth in Section 14.4 hereof) to fully exploit all manufacturing rights (including, but not limited to, all proprietary rights in and to the Company shall have received a written proposal Product strain) know-how and documentation necessary or useful to manufacture the Product, the Specifications, approvals obtained or required from any person other than ParentRegulatory Authorities, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawnand as it is then being manufactured, (B) receive technical assistance reasonably required by PURCHASER, to manufacture and perform quality control on the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b)Product(s) for marketing, 8.01(d)(ii)registration, 8.01(f) or 8.01(g) distribution and sale in the Territories, (C) acquire GENSIA SICOR and SICOR's existing inventory of Product and work-in-progress at the time purchase price provided in Article 6 above, and (D) acquire from GENSIA SICOR and SICOR the right, free of such termination charge, to use, free of any interruption, the Minimum Condition shall not have Sant▇▇ ▇▇▇ilities to make cyclosporine. ---------------------- * Confidential Treatment Requested; confidential portion has been satisfiedfiled separately with the SEC. Notwithstanding 16 In connection with the foregoing, upon the Securities Option may not be exercised until: occurrence of a Transfer Event (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976PURCHASER shall be permitted to [ * ] upon reasonable notice, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there SICOR will [ * ] and [ * ] for reasonable consultation [ * ] and (iii) PURCHASER shall not be permitted to [ * ] of all [ * ] and other [ * ] related to the [ * ]. In that regard, (i) GENSIA SICOR and SICOR each hereby authorizes (and shall advise the appropriate [ * ] in effect any preliminary injunction or the [ * ] and [ * ]) PURCHASER to have access to (including the right to make copies thereof) the [ * ] upon notice to such [ * ] by PURCHASER that a Transfer Event has occurred, (ii) GENSIA SICOR and SICOR shall, upon the occurrence of a Transfer Event, promptly provide to PURCHASER [ * ] of the [ * ] and all other order issued by any Governmental Entity prohibiting [ * ] and (iii) upon the occurrence of a Transfer Event, GENSIA SICOR, SICOR and PURCHASER shall [ * ] providing that [ * ] and [ * ] identified on Exhibit 9 hereto are [ * ] effective upon exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderby PURCHASER. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

Option. (a) In order On the terms and subject to induce Parent and Purchaser to enter into the Merger Agreementconditions set forth herein, Stockholder each Shareholder hereby grants to each of Parent and Purchaser an irrevocable option (a the "SECURITIES OPTIONOption") to purchase all of the Securities (the "OPTION SECURITIES") right, title and interest of such Shareholder in and to such Shareholder's Owned Shares at a price per share equal to the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE")Price but not less than $16.75 per share. The Securities Parent or Purchaser, as the case may be, may exercise an Option may be exercisedin whole, in whole but not in part, by written notice to Stockholder (as set forth below)if, for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offerbut only if, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Purchaser has acquired all shares of Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent Common Stock validly tendered pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied Offer and (ii) such Shareholder shall have failed to tender into the Offer any Owned Shares or shall have withdrawn the tender of any Owned Shares into the Offer. (b) In the event that Parent or Purchaser is entitled to and wishes to exercise an Option, Parent or Purchaser shall send a written notice to the relevant Shareholder or parties prior to the termination of this Agreement specifying the place and the date for the closing of such purchase, which date shall be not less than three business days and not more than five business days after the date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Entity is required in connection with the exercise of an Option or there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of an Option, the Securities Option pursuant to this Agreement; provided that if (i) period of time during which the date of the closing may be fixed shall be extended until the tenth day following the last date on which all HSR Act required approvals shall have been obtained, all required waiting periods shall not have expired or been terminated or (ii) there shall be in effect and any such injunction prohibition shall have been vacated, terminated or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designatewaived. (c) In At the event closing of the Option Securities are acquired by Purchaser purchase of a Shareholder's Owned Shares pursuant to the exercise of an Option, simultaneously with the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of payment by Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Pricepurchase price for a Shareholder's Owned Shares, then such Shareholder shall deliver, or cause to be delivered, to Parent or Purchaser certificates representing such Owned Shares duly endorsed to Parent or Purchaser or accompanied by stock powers duly executed by the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increaseCompany in blank, Stockholder shall be entitled to receivetogether with any necessary stock transfer stamps properly affixed, free and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") clear of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateLiens.

Option. (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder Shareholder hereby grants to Purchaser Parent and Acquisition an exclusive and irrevocable option (a the "SECURITIES OPTIONOption") to purchase all (and not less than all) of the Securities Shareholder Shares (including any Shareholder Shares acquired after the "OPTION SECURITIES"date hereof) at the Offer Pricea price per share equal to $14.05, subject to increase adjustment as set forth provided in Subsection 3(d) below (the "PURCHASE PRICEExercise Price"). . (b) The Securities Option may be exercisedexercised by Parent or Acquisition, in whole whole, but not in part, by written notice and only in the event that Parent has become entitled to Stockholder (as liquidated damages set forth below), for a period in Section 6.3 of ten the Merger Agreement and the conditions precedent set forth below have been satisfied. The Option shall terminate in its entirety on the earlier (10i) business days of the Effective Time or (ii) the "10 DAY PERIOD"tenth (10th) day following the termination of the Merger Agreement (the "Option Termination Date") if the Option did not become exercisable, or termination of the Offerif, whichever shall first occur; PROVIDED thatdespite becoming exercisable, it is not exercised by Parent or Acquisition, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfiedOption Termination Date. Notwithstanding the foregoingforaging, the Securities Option may not be exercised until: (i) even if Parent has become entitled to the liquidated damages as set forth in Section 6.3 of the Merger Agreement, unless Parent or Acquisition, concurrently with the exercise of this Option and prior to the Option Expiration Date, also exercises in full the option to purchase all waiting periods under of the ▇▇▇▇-▇▇▇▇▇-▇shares of Company Common Stock beneficially owned by ▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended ▇. ▇▇▇▇ (the "HSR ACTOther Option Shares"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any an option agreement of even date herewith entered into by such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice Shareholder (the "NOTICEOther Shareholder") to Stockholder identifying with Parent and Acquisition (the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree"Other Option"). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event Shareholder shall not, prior to the Option Securities are acquired by Purchaser pursuant Expiration Date, take or refrain from taking any action that would have the effect of preventing or disabling Shareholder from delivering the Shareholder Shares to the Parent or Acquisition upon exercise of the Securities Option (the "ACQUIRED SECURITIES") andOption, either before or at any time within the one-year period following such acquisition, Parent, Purchaser preventing or any affiliate of disabling Parent or Purchaser shall acquire Common Stock (other than Acquisition from exercising the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increaseOption or otherwise performing its obligations or exercising its rights under this Section 3. (d) In the event Parent or Acquisition exercises the Option, Parent or Acquisition shall give written notice (the "Exercise Notice") to Shareholder prior to the Option Securities are acquired Expiration Date specifying the place and date (not later than ten (10) business days, nor earlier than one (1) business day, from the date of such notice) for the closing of such purchase. It shall be a condition precedent to the consummation of the purchase of the Option Shares that (i) the Exercise Notice shall be accompanied by Purchaser a copy of the Exercise Notice sent to the Other Shareholder with respect to the Option granted by him to Parent and Acquisition and (ii) Parent or Acquisition shall have consummated the purchase of al of the Other Option Shares from the Other Shareholder concurrently with the consummation of the purchase of all of the Shareholder Shares. Upon receipt of such notice, Shareholder shall take or cause to be taken all step necessary to effect the sale and delivery of the Shareholder Shares to Parent or Acquisition at the place and date specified in the notice. At the closing of the purchase of the Shareholder Shares by Parent or Acquisition, (i) Parent or Acquisition, as the case mat be, shall pay to Shareholder the aggregate Exercise Price for the Shareholder Shares by bank check or wire transfer and (ii) Shareholder will deliver or cause to be delivered to Parent or Acquisition, as the case may be, a certificate or certificates representing the Shareholder Shares, duly endorsed or accompanied by stock powers duly endorsed in blank; provided that the obligation of Shareholder to deliver the Shareholder Shares. (e) In the event of any adjustment in the number of Shareholder Shares pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisitionSection 7, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment appropriate and proportional adjustment shall be made by wire transfer to the per Share Exercise Price, such that the aggregate Exercise Price for all of same day funds to such account as Stockholder the Shareholder Shares shall designateremain constant.

Option. (a) In order to induce Parent and Purchaser to enter into At the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a the "SECURITIES OPTION") to purchase of either (i) each of the Securities Original Holders (which may be exercised only upon the written consent of both Original Holders) or (ii) the Borrower, exercised at any time before the first anniversary of the closing of the Debt Restructuring, this Agreement may be amended and restated such that IMPSAT shall be the borrower and the Borrower shall be the guarantor (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICEINDEBTEDNESS"). The Securities ; provided, however, that the Option may be exercisedexercised only if (a) the amendment and restatement of Term Loans would not, in whole but not the Original Holders' (in partthe case of an Option exercised by the Borrower) or the Borrower's (in the case of an Option exercised by the Original Holders) reasonable determination, by written notice to Stockholder be illegal, (b) the Borrower issues an unsubordinated senior guarantee of the Term Loans on substantially the same terms and conditions as set forth belowthe Guarantee (which will be valid, binding and enforceable under Brazilian law), for a period of ten (10c) business days (all Collateral supporting the "10 DAY PERIOD") following termination repayment by the Borrower of the Merger Agreement or termination Term Loans continues to secure the guarantee obligations of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting Borrower after the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at all related transactions in substantially the executive offices of same manner and with the Company (or such other place same priority as was the parties may agree). At the closing, Stockholder shall deliver case immediately prior to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant giving effect to the exercise of the Securities Option and the closing of such transactions (including, without limitation, the ability of the Lenders to transfer abroad the proceeds from any foreclosure proceeding), (d) the Borrower and IMPSAT obtain all necessary consents to the consummation of the Option as determined by each of IMPSAT and the Original Holders in their respective reasonable judgment (the "ACQUIRED SECURITIESOPTION CONSENTS"), (e)(i) andthe Borrower shall have received an opinion from an accounting, either before appraisal or at any time within investment banking firm of national standing as to the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from fairness to the Company) at a price in excess Borrower and IMPSAT of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase financial terms of the Acquired Securities has been completed at amendment and restatement of the time Term Loans for the Option Indebtedness from a financial point of such increase, Stockholder shall be entitled to receiveview, and Purchaser (ii) the Original Holders shall promptly (have received an opinion from Brazilian legal counsel to the Borrower as to the enforceability and in no event more than 48 hours following such increase) pay to Stockholderlegality of the transactions contemplated by the Option under Brazilian law, by wire transfer of same day funds to such account as Stockholder shall designateincluding, without limitation, the amount security interest on the Collateral, and confirmation that the Option and the Option Indebtedness will not constitute or be deemed a novation of the increase. Agreement, (df) the Original Holders are satisfied, in their sole discretion, that the Borrower will be permitted, under Central Bank regulations and all other applicable Brazilian law, to satisfy its obligations under the guarantee set forth in (b) above and the subordinated intercompany loan to be entered into between the Borrower and IMPSAT upon the close of the amendment and restatement contemplated by this Section after exercise of the Option and (g) the Original Holders are satisfied, in their sole discretion, that the Option or the Option Indebtedness shall not constitute or be deemed a novation of the Agreement under Brazilian law. In the event that either the Option Securities are acquired by Purchaser pursuant Original Holders or the Borrower exercises the Option, the Borrower and the Original Holders will mutually agree upon any modifications or amendments to the exercise terms of this Agreement that are necessary or appropriate to reflect the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and change in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of primary obligor under the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateTerm Loans.

Option. (a) In order to induce Parent and Purchaser to enter into During the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (period commencing on the date that Stiefel shall have converted the Principal Amount of the Note i▇▇▇ ▇▇nversion Shares until the date that Stiefel shall no longer be a "SECURITIES OPTION") to purchase holder of any of the Securities Company's equi▇▇ ▇▇▇▇rities (the "OPTION SECURITIESOption Period") at ), Stiefel may exercise, from time to time during the Offer Price, Option Perio▇ ▇▇▇ subject to increase as set forth below the terms and conditions contained herein, the option to acquire the Option Shares for the Option Price (the "PURCHASE PRICEOption"). The Securities Option may be exercised, in whole but not in part, exercise by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination Stiefel of the Merger Agreement or termination of the OfferOption shall entitle Stiefel to purchase, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇ require the Company to sell, th▇ ▇▇▇▇▇-n Shares as herein provided. (b) During the Option Period, the Company shall provide prior written notice to Stiefel of any Dilutive Event (a "Dilutive Event Notice"). (c) The Option may be exercised by Stiefel as to all or less than all of the Option Shares at any t▇▇▇ ▇▇▇ing the Option Period by delivery of written notice(s) from Stiefel to the Company (the "Notice of Exercise") at the address ▇▇▇▇▇▇▇ed on the signature page hereto designating the number of and description of the desired class of Option Shares to be purchased and a date and time for closing the purchase and sale of such Option Shares (each, a "Closing Date"), which date and time shall not be earlier than the close of business on the 5th Business Day, nor later than the close of business on the 10th Business Day, following delivery by Stiefel of the Notice of Exercise pursuant to this paragraph. (d) Upon the exercise of the Option by Stiefel, the Option Price (or the corresponding proportionate ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under Option Price in the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the event of an exercise of the Securities Option pursuant to this Agreement; provided that if (ifor less than all of the Option Shares) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case paid by Stiefel to the Company on the expiration Closing Date by wire transfer ▇▇ ▇▇▇ediately available funds. In exchange for the payment by Stiefel of the 10 Day PeriodOption Price (or the lesser proportionate purcha▇▇ ▇▇▇ce), the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of Stiefel certificates evidencing the Option SecuritiesShares described in ▇▇▇ ▇▇tice of Exercise in proper form for transfer, against payment to Stockholder free and clear of the Purchase Priceany claims, in same day fundssecurity interests, liens and encumbrances of any kind, except as provided by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share law and/or in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designateStockholders Agreement.

Option. 1.1 Subject to the terms and conditions set out herein, Owner hereby grants Enbridge the exclusive option (a“Option”) In order to induce Parent and Purchaser acquire the license contemplated by the TWS Agreement in respect of the use of a portion of the Property (the “Optioned Property”) the approximate location of which is set out in the sketch attached as Schedule B to enter into the Merger this Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase which license shall be across, over, and through the Securities (Optioned Property, substantially in the "OPTION SECURITIES") at location as shown on the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE")property sketch attached hereto. The Securities Option may shall be exercised, in whole but not in part, exercised by Enbridge by providing written notice to Stockholder Owner (the “Exercise Notice”) at any time prior to the expiry of the Option Term (as set forth herewith below). 1.2 If, for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination Enbridge exercises the Minimum Condition shall not have been satisfied. Notwithstanding the foregoingOption, the Securities Option may owner of the Property is the Owner as first named above, then such Owner does hereby concurrently upon entering into this Agreement sign and deliver to Enbridge the TWS Agreement and Release of Damages Agreement (together, the “Agreements”), which Agreements are not be exercised until: (i) all waiting periods under intended to have legal force and effect until such time as Enbridge exercises its Option. Upon exercising the Option, ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act is further irrevocably authorized and directed by the Owner to finalize the Agreements, by completing any missing information such as the date of 1976the document (to be the same date as the Exercise Notice), and, thereafter, ▇▇▇▇▇▇▇▇ shall execute the Agreements and provide a copy of the completed, fully executed Agreements to Owner, both of which will then be in full force and effect. Without limiting the foregoing irrevocable authorization and direction hereby given by such Owner to Enbridge, as amended a further assurance Owner irrevocably constitutes and appoints Enbridge the true and lawful attorney of such Owner to execute the Agreements, and to execute and deliver all other instruments, approvals and documents as provided for in the Agreements. 1.3 If, at the time Enbridge exercises the Option, the owner of the Property is not the Owner as first named above, then Owner first named above agrees to have obtained the covenant of the subsequent Owner in favour of ▇▇▇▇▇▇▇▇, prior to any transfer of title to the Property by such first named owner, which covenant is to have the effect that such subsequent Owner of the Property shall duly execute and deliver to Enbridge on such date as is specified by Enbridge to the Owner, the Agreements substantially in the forms attached hereto as Schedule C and Schedule D, respectively, upon the terms and conditions provided therein. 1.4 The Option shall be exercisable by ▇▇▇▇▇▇▇▇ at any time from the Effective Date up to and including the date which is the third anniversary of the Effective Date (the "HSR ACT"“Option Term”). Notwithstanding anything to the contrary herein, required for however, if Enbridge shall give written notice to the purchase Owner prior to the expiry of the Securities upon such exercise shall have expired Option Term that Enbridge has submitted, or been waived and any other conditions under is in the other Antitrust Laws shall have been satisfied and process of submitting, an application to the National Energy Board (iior equivalent government or public authority) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise respect of the Securities Pipeline and such application references this Option and/or the Optioned Property, then Enbridge may, in its sole discretion, elect to extend the Option Term for an additional period of one year (“Extended Option Term”) on the same terms, conditions and privileges as set forth hereunder, at the payment then being paid as herein provided, by providing written notice to Owner of such extension, which shall accompany payment pursuant to this Agreement; provided that if Schedule E, no less than sixty (i60) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on days prior to the expiration of the 10 Day PeriodOption Term. The Option Term and the Extended Option Term may sometimes be collectively referred to herein as the “Term”. 1.5 Enbridge shall pay Owner the amounts (referred to collectively and individually as the “compensation”) set forth in Schedule E as consideration for the Owner entering into this Agreement, as consideration for extending the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periodsOption Term, if applicable, and as compensation for entering into the Agreements, in accordance with and at the times set forth in Schedule E. 1.6 The Owner acknowledges receipt of a notice given pursuant to Section 87(1) of the National Energy Board Act (BCanada) and given prior to the date entering into of removal this Agreement, setting out or lifting accompanied by: (a) a description of such injunction or order.the Optioned Property of the Owner required by Enbridge for the TWS Agreement; (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date details of the Notice) compensation offered by ▇▇▇▇▇▇▇▇ for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate.Optioned Property required; (c) In the event the Option Securities are acquired a detailed statement made by Purchaser pursuant to the exercise Enbridge of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time value of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and Optioned Property required in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer respect of same day funds to such account as Stockholder shall designate, the amount of the increase.which compensation was offered; (d) In a description of the procedure for approval of the detailed route of the Pipeline; and (e) a description of the procedure available for negotiation and arbitration under Part V of the National Energy Board Act (Canada) in the event that the Option Securities Owner and ▇▇▇▇▇▇▇▇ are acquired by Purchaser pursuant unable to agree on any matter respecting the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designatecompensation payable.

Option. (a) In order to induce Parent and Purchaser Merger Sub to enter ------- into the Merger Agreement, the Stockholder hereby grants to Purchaser Parent an irrevocable option (a the "SECURITIES OPTIONStockholder Option") to purchase one-third (33 1/3%) of ------------------ the Securities Shares Beneficially Owned by the Stockholder as of the date of this Agreement, rounded down to the nearest whole share (the "OPTION SECURITIESStockholder Option ------------------ Shares") at a purchase price per share equal to the Offer Consideration (the ------ "Stockholder Option Price"), subject which Stockholder Option shall be exercisable only ------------------------ if the Merger Agreement is terminated pursuant to increase Section 8.1(f) or 8.1(i) thereof and shall expire if not exercised prior to expiration as provided in Section 4(f) hereof. The Stockholder Option shall become exercisable only (1) in the case of an Acquisition Proposal structured as a tender offer, 9:00 a.m. Eastern Time ("ET") on the business day immediately preceding the initial -- expiration date of such tender offer or (2) in the case of an Acquisition Proposal not structured as a tender offer, 9:00 a.m. ET on the business day immediately preceding the date on which the meeting of the holders of the Company's Common Stock (the "Stockholder Meeting") is scheduled to be held (or ------------------- if action is being taken by written consent, the effective date of such written consent) for the purpose of voting on the Acquisition Proposal and any related matters, as set forth below (in the "PURCHASE PRICE"). The Securities Option may be exercised, proxy statement/information statement sent to the Company's stockholders in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to connection with such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or orderProposal. (b) In (i) Beginning on the date the Merger Agreement is terminated pursuant to Section 8.1(f) or 8.1(i) thereof (the "Merger Termination Date") and ----------------------- continuing through the Option Termination Time (as defined in Section 4(f) hereof), the Stockholder shall provide to Parent within one (1) business day of receipt thereof by Stockholder copies of all notices, letters, reports, documents, disclosure materials, writings and other communications ("Communications"), including but not limited to, proxy/information statements, -------------- tender offer materials, transmittal letters, solicitations, SEC filings, notices of stockholder meetings, written consents of stockholders and any other Communications received by or communicated to Stockholder in connection with any Acquisition Proposal. Any such Communications shall be governed by the terms of the Confidentiality Agreement dated August 20, 2001 between the Stockholder and Parent as supplemented by a letter dated August 16, 2001. (ii) The Stockholder shall provide or arrange to have provided to Parent a written report from the Company or the Company's transfer agent, solicitation agent, exchange agent or similar third party in possession of the necessary information in form and substance reasonably satisfactory to Parent (a "Weekly Report") by 6:00 p.m. ET on Friday of each week beginning with the first ------------- Friday following the Merger Termination Date and ending on the Friday preceding the Option Termination Time, which Weekly Report shall contain a detailed presentation of the number and percentage of shares of Company Common Stock which have been tendered or voted in connection with the Acquisition Proposal (including a breakdown of the number and percentage of shares which have been voted for, against or abstained from a vote on the Acquisition Proposal), as the case may be, by the Company's stockholders as of 5:00 p.m. ET on the day preceding such Weekly Report. Notwithstanding anything to the contrary contained in this Agreement, each Weekly Report shall be delivered to Parent by facsimile, with a copy delivered to Parent's counsel, in accordance with the information set forth in Section 13(e) hereof. (iii) The Stockholder shall further provide or arrange to have provided to Parent a written report from the Company or the Company's transfer agent, solicitation agent, exchange agent or similar third party in possession of the necessary information, in form and substance reasonably satisfactory to Parent (a "Daily Report"), by 6:00 p.m. EST on each of the seven (7) business ------------ days preceding the date on which (A) in the case of an Acquisition Proposal structured as a tender offer, such tender offer is initially scheduled to expire (in the event that Purchaser wishes the initial offering period is extended, the Daily Report shall also be provided for each business day during which the offering period is so extended) or (B) in the case of an Acquisition Proposal not structured as a tender offer, the Stockholder Meeting is scheduled to exercise be held (or if action is being taken by written consent, the Securities Optioneffective date of such written consent) for the purpose of voting on the Acquisition Proposal and any related matters, Purchaser which Daily Report shall send contain a detailed presentation of the number and percentage of shares of Company Common Stock which have been tendered or voted in connection with the Acquisition Proposal (including a breakdown of the number and percentage of shares which have been voted for, against or abstained from a vote on the Acquisition Proposal), as the case may be, by the Company's stockholders as of 5:00 p.m. EST on the date of such Daily Report. Notwithstanding anything to the contrary contained in this Agreement, each Daily Report shall be delivered to Parent by facsimile, with a copy delivered to Parent's counsel, and preceded by a telephone call informing Parent of the forthcoming facsimile transmission, all in accordance with the information set forth in Section 13(e) hereof. (iv) The Stockholder shall further provide or arrange to have provided to Parent a final written notice report from the Company or the Company's transfer agent, solicitation agent, exchange agent or similar third party in possession of the necessary information, in form and substance reasonably satisfactory to Parent (the "NOTICEFinal Report") to Stockholder identifying the date within at least seven (not less than two (27) nor but no ------------ more than five eight (58) hours prior to the time at which (A) business days from in the case of an Acquisition Proposal structured as a tender offer, such tender offer is initially scheduled to expire (in the event the initial offering period is extended, the Final Report shall also be provided in the preceding time frame for each date such extension period is scheduled to expire or (B) in the case of an Acquisition Proposal not structured as a tender offer, the Stockholder Meeting is scheduled to be held (or if action is being taken by written consent, the effective date of the Noticesuch written consent) for the closing purpose of such purchasevoting on the Acquisition Proposal and any related matters, which closing report shall be held at the executive offices contain a detailed presentation of the number and percentage of shares of Company Common Stock which have been tendered or voted in connection with the Acquisition Proposal (including a breakdown of the number and percentage of shares which have been voted for, against or such other place abstained from a vote on the Acquisition Proposal), as the parties case may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day fundsbe, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess 's stockholders as of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increaseFinal Report. Notwithstanding anything to the contrary in this Agreement, Stockholder the Final Report shall be entitled delivered to receive, Parent by facsimile and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, preceded by wire transfer of same day funds to such account as Stockholder shall designate, the amount a telephone call informing Parent of the increaseforthcoming facsimile transmission, in accordance with the information set forth in Section 13(e) hereof. (dv) In The Company shall assist the event Stockholder in order to ensure that the Stockholder's obligation to deliver the Weekly Reports, Daily Reports and Final Report(s) as required under this Section 4(b) is fulfilled. (vi) The Stockholder shall not, from the Merger Termination Date through and including the Option Securities are acquired by Purchaser pursuant Termination Date (A) tender or agree to the exercise tender any of the Securities Option, Stockholder shall be entitled Option Shares to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE"other than Parent, Merger Sub or their respective assignees) or (B) in connection with any Acquisition Proposal, vote, agree to vote, grant any proxy or power of all attorney to vote, deposit into a voting trust or enter into a voting agreement with respect to any portion Stockholder Option Shares except for, with, by or on behalf of Parent, Merger Sub or their respective assignees as provided in this Agreement unless the Acquired Securities within Stockholder has first complied with the one-year period following such acquisition, an amount per share in cash equal provisions of this Section 4 and Parent has allowed the option to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account expire without delivering a Stockholder Exercise Notice (as Stockholder shall designatedefined below).