Common use of The Option Clause in Contracts

The Option. From the date hereof until July 4, 2011 at any time and from time to time, the Company, may, by written notice (the “Option Notice”) to the Purchaser, exercise all or any portion of the Option, subject, however, to the conditions and limitations set forth in Section 1.4 (d) and Section 1.4(e). In the event that the Option is exercised, the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price in accordance with this Agreement, the Option Series A Preferred Stock so issued will be fully paid for by the Purchaser as of such Option Closing Date. Any exercise of the Option shall be subject to the following conditions: (i) the sale of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; (ii) the Company shall be not be in default or breach of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected to have a Material Adverse Effect (as such term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution Agreement shall be true and correct as though made as of the Option Closing Date.

The Option. From (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the date hereof until July 4"Option") to purchase, 2011 subject to the terms hereof, up to an aggregate of 4,448,684 fully paid and nonassessable shares of the common stock, $0.01 par value per share, of Issuer ("Common Stock") at any time and from time a price per share equal to time$26.00 (such price, as adjusted if applicable, the Company, may, by written notice (the “"Option Notice”) to the Purchaser, exercise all or any portion of the Option, subjectPrice"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares for which this Option is exercisable exceed 19.9% of the issued and outstanding shares of Common Stock at the time of exercise without giving effect to the conditions shares of Common Stock issued or issuable under the Option. The number of shares of Common Stock that may be received upon the exercise of the Option and limitations the Option Price are subject to adjustment as herein set forth in Section 1.4 forth. (db) and Section 1.4(e). In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the Option is exerciseddate of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereof), the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Common Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent subject to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price in accordance with this Agreement, the Option Series A Preferred Stock so issued will be fully paid for by the Purchaser as of such Option Closing Date. Any exercise of the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the following conditions: (iOption. Nothing contained in this Section 1(b) the sale of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; (ii) the Company shall be not be or elsewhere in default or breach of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected to have a Material Adverse Effect (as such term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution this Agreement shall be true and correct as though made as deemed to authorize Issuer to breach any provision of the Option Closing DateMerger Agreement.

The Option. From the date hereof until July 4(a) Issuer hereby grants to Grantee an unconditional, 2011 at any time and from time to time, the Company, may, by written notice irrevocable option (the “Option Notice”"Option") to purchase, subject to the Purchaserterms hereof, exercise all or any portion up to 20,929,000 fully paid and nonassessable shares of Issuer's common stock, par value $5.00 per share (the Option"Common Stock"), subjectat a price of $72.00 per share (the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the conditions Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares of Common Stock for which this Option is exercisable exceed 19.9% of the Issuer's issued and limitations outstanding shares of Common Stock at the time of exercise. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price is subject to adjustment as herein set forth in Section 1.4 forth. (db) and Section 1.4(e). In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the Option is exerciseddate of this Agreement (other than pursuant to this Agreement), the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Common Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent subject to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price in accordance with this Agreement, the Option Series A Preferred Stock so issued will be fully paid for by the Purchaser as of such Option Closing Date. Any exercise of the Option shall be increased so that, after such issuance, such number (including the number of shares theretofor issued pursuant to this Option) equals 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the following conditions: (iOption. Nothing contained in this Section 1(b) the sale of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; (ii) the Company shall be not be or elsewhere in default or breach of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected to have a Material Adverse Effect (as such term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution this Agreement shall be true and correct as though made as deemed to authorize Issuer to breach any provision of the Option Closing DateMerger Agreement.

The Option. From (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the date hereof until July 4"Option") to purchase, 2011 subject to the terms hereof, up to an aggregate of 2,634,131 fully paid and nonassessable shares of the common stock, $0.01 par value per share, of Issuer ("Common Stock") at any time and from time a price per share equal to time$29.23 (such price, as adjusted if applicable, the Company, may, by written notice (the “"Option Notice”) to the Purchaser, exercise all or any portion of the Option, subjectPrice"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares for which this Option is exercisable exceed 19.9% of the issued and outstanding shares of Common Stock at the time of exercise without giving effect to the conditions shares of Common Stock issued or issuable under the Option. The number of shares of Common Stock that may be received upon the exercise of the Option and limitations the Option Price are subject to adjustment as herein set forth in Section 1.4 forth. (db) and Section 1.4(e). In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the Option is exerciseddate of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereof), the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Common Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent subject to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price in accordance with this Agreement, the Option Series A Preferred Stock so issued will be fully paid for by the Purchaser as of such Option Closing Date. Any exercise of the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the following conditions: (iOption. Nothing contained in this Section 1(b) the sale of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; (ii) the Company shall be not be or elsewhere in default or breach of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected to have a Material Adverse Effect (as such term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution this Agreement shall be true and correct as though made as deemed to authorize Issuer to breach any provision of the Option Closing DateMerger Agreement.

The Option. From the date hereof until July 4(a) Issuer hereby grants to Grantee an unconditional, 2011 at any time and from time to time, the Company, may, by written notice irrevocable option (the “Option Notice”"OPTION") to purchase, subject to the Purchaserterms hereof, exercise all or any portion up to 6,921,479 fully paid and nonassessable shares of Issuer's common stock, without par value (the Option"COMMON STOCK"), subjectat a price of $42.96 per share (the "OPTION Price"); PROVIDED, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Affiliation Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; PROVIDED, further, that in no event shall the number of shares of Common Stock for which this Option is exercisable exceed 19.9% of the Issuer's issued and outstanding shares of Common Stock at the time of exercise without giving effect to any shares subject or issued pursuant to the conditions Option. The number of shares of Common Stock that may be received upon the exercise of the Option and limitations the Option Price is subject to adjustment as herein set forth in Section 1.4 forth. (db) and Section 1.4(e). In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the Option is exerciseddate of this Agreement (other than pursuant to this Agreement and other than an event described in Section 5 hereof), the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Common Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent subject to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price in accordance with this Agreement, the Option Series A Preferred Stock so issued will be fully paid for by the Purchaser as of such Option Closing Date. Any exercise of the Option shall be increased so that, after such issuance, such number (including the number of shares theretofor issued pursuant to this Option) equals 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the following conditions: (iOption. Nothing contained in this Section 1(b) the sale of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; (ii) the Company shall be not be or elsewhere in default or breach of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected to have a Material Adverse Effect (as such term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution this Agreement shall be true and correct as though made as deemed to authorize Issuer to breach any provision of the Option Closing DateAffiliation Agreement.

The Option. From the date hereof until July 4(a) Issuer hereby grants to Grantee an unconditional, 2011 at any time and from time to time, the Company, may, by written notice irrevocable option (the “Option Notice”"OPTION") to purchase, subject to the Purchaserterms hereof, exercise all or any portion up to 20,929,000 fully paid and nonassessable shares of Issuer's common stock, par value $5.00 per share (the Option"Common Stock"), subjectat a price of $72.00 per share (the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the conditions Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares of Common Stock for which this Option is exercisable exceed 19.9% of the Issuer's issued and limitations outstanding shares of Common Stock at the time of exercise. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price is subject to adjustment as herein set forth in Section 1.4 forth. (db) and Section 1.4(e). In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the Option is exerciseddate of this Agreement (other than pursuant to this Agreement), the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Common Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent subject to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price in accordance with this Agreement, the Option Series A Preferred Stock so issued will be fully paid for by the Purchaser as of such Option Closing Date. Any exercise of the Option shall be increased so that, after such issuance, such number (including the number of shares theretofor issued pursuant to this Option) equals 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the following conditions: (iOption. Nothing contained in this Section 1(b) the sale of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; (ii) the Company shall be not be or elsewhere in default or breach of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected to have a Material Adverse Effect (as such term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution this Agreement shall be true and correct as though made as deemed to authorize Issuer to breach any provision of the Option Closing DateMerger Agreement.

The Option. From the date hereof until July 4(a) Issuer hereby grants to Grantee an unconditional, 2011 at any time and from time to time, the Company, may, by written notice irrevocable option (the “Option Notice”"Option") to the Purchaserpurchase, exercise all or any portion of the Option, subject, however, subject to the conditions terms hereof, up to 189,783,270 fully paid and limitations set forth in Section 1.4 nonassessable shares (d"Option Shares") and Section 1.4(eof common stock, without par value ("Common Stock"). In the event that the Option is exercised, the purchase of Issuer at a price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased in cash equal to $41.00 (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent subject to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price adjustment in accordance with this Agreement, the "Option Series A Preferred Price"); provided, however, that in no event shall the number of Option Shares exceed 19.9% of the shares of Common Stock so issued will be fully paid for by and outstanding at the Purchaser time of exercise (without giving effect to the Option Shares issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of Option Shares purchasable upon exercise of the Option and the Option Price are subject to adjustment as set forth herein. (b) In the event that any additional shares of such Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement), the aggregate number of Option Closing Date. Any Shares purchasable upon exercise of the Option shall automatically be subject increased (without any further action on the part of Issuer or Grantee being necessary) so that, taking into consideration any such issuance, such aggregate number equals the Maximum Applicable Percentage. (c) The Option Price with respect to the following conditions: (i) the sale of the Initial Series A Preferred Stock Option Shares as to which Grantee may propose to exercise this Option pursuant to Sections 1.3 above Section 2, or to request the repurchase of this Option by Issuer pursuant to Section 9 (in either case, the "Proposed Exercise Shares"), shall have been consummated; (ii) the Company not be greater than, and shall be not be in default or breach of its obligations under adjusted downward to the Certificate; extent necessary to be, the Maximum Option Price (iii) there as defined below). The "Maximum Option Price" with respect to any Proposed Exercise Shares shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against that price per share in cash at which the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably Option must be expected exercisable in order to have result in a Material Adverse Effect Total Profit (as such term is defined in the Contribution AgreementSection 19) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution Agreement shall be true and correct as though made to Grantee, determined as of the date of such proposal, of $50,000,000, assuming that this Option Closing Datewere exercised on such date for all of the Option Shares subject to this Option and assuming that all of such Option Shares were sold for cash at the closing market price on the New York Stock Exchange, Inc. (the "NYSE") for the Common Stock as of the close of business on the preceding trading day (less customary brokerage commissions).

The Option. From the date hereof until July 4(a) Issuer hereby grants to Grantee an ---------- unconditional, 2011 at any time and from time to time, the Company, may, by written notice irrevocable option (the “Option Notice”"Option") to the Purchaserpurchase, exercise all or any portion of the Option, subject, however, subject to the conditions ------ terms hereof, up to 4,795,431 fully paid and limitations set forth in Section 1.4 nonassessable shares (d"Option ------ Shares") and Section 1.4(e). In the event that the Option is exercisedof common stock, the purchase price for the Option Series A Preferred Stock shall be par value $10,000 .01 per share multiplied by the number ("Common Stock"), of shares being purchased Issuer ------ ------------ at a price per share in cash equal to $23.25 (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent subject to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price adjustment in accordance with this Agreement, the "Option Series A Preferred Price"); provided, however, that in ------------ -------- ------- no event shall the number of Option Shares exceed 19.9% of the capital stock entitled to vote generally for the election of directors of Issuer that is issued and outstanding at the time of exercise (without giving effect to the Option Shares issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of Option Shares ----------------------------- purchasable upon exercise of the Option and the Option Price are subject to adjustment as set forth herein and subject to Section 20(b). (b) In the event that any additional shares of Common Stock so are issued will be fully paid for by or otherwise become outstanding after the Purchaser as date of such this Agreement (other than pursuant to this Agreement), the aggregate number of Option Closing Date. Any Shares purchasable upon exercise of the Option shall automatically be subject increased (without any further action on the part of Issuer or Grantee being necessary) so that, taking into consideration any such issuance, such aggregate number equals the Maximum Applicable Percentage. (c) The Option Price with respect to the following conditions: Option Shares as to which Grantee may propose to exercise this Option pursuant to Section 2, or to request the repurchase of this Option by Issuer pursuant to Section 9 (i) in either case, the sale "Proposed Exercise Shares"), shall not be greater than, and shall be ------------------------ adjusted downward (but not to less than the par value of the Initial Series A Preferred Stock pursuant Common Stock) to Sections 1.3 above shall have been consummated; the extent necessary to be, the Maximum Option Share Price (ii) the Company as defined below). The "Maximum Option Share Price" with respect to any Proposed Exercise Shares -------------------------- shall be not that price per share in cash at which the Option must be exercisable in default or breach of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected order to have result in a Material Adverse Effect Total Profit (as such term is defined in the Contribution AgreementSection 20) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution Agreement shall be true and correct as though made to Grantee, determined as of the date of such proposal, of $5,000,000, assuming for such purpose that this Option Closing Datewere exercised on such date for all of the Option Shares subject to this Option and assuming that all of such Option Shares were sold for cash at the closing market price on the New York Stock Exchange, Inc. (the "NYSE") for the Common Stock as of the close of business on the preceding ---- trading day (less customary brokerage commissions).

The Option. From the date hereof until July 4, 2011 at any time (i) By execution and from time to timedelivery of this Agreement, the Company, may, by written notice (the “Option Notice”) Company hereby grants to the Purchaser, exercise all or any portion of Xencor the Option, subject, however, to the conditions and limitations set forth in Section 1.4 (d) and Section 1.4(e). In the event that the Option is exercised, the The aggregate purchase price for the full exercise of the Option Series A Preferred Stock to acquire the Additional Shares shall be $10,000 per share multiplied 10,000,000, which purchase price shall be pro-rated for any partial exercise of the Option for less than the full 10% of the Fully Diluted Company Shares immediately following such purchase. The Option shall be exercised by Xencor delivering written notice to the Company (the “Exercise Notice”), with payment in full for the shares due at the time of such written notice, subject to Section 1(b)(ii) below. The Company shall issue the Additional Shares as directed in writing by Xencor, within five business days of receipt of the Exercise Notice and payment of the purchase price. (ii) The purchase price for the Additional Shares being purchased pursuant to the Option may be paid either (i) by cash or wire transfer of immediately available funds, (ii) by surrender of a number of shares the Additional Shares which have a fair market value equal to the aggregate purchase price of the Additional Shares being purchased (the “Option Purchase PriceNet Issuance”). The purchase and sale ) as determined herein, or (iii) any combination of the Option Series A Preferred Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as foregoing. If Xencor elects the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent to the Purchaser (each, an “Option Closing Date”). On an Option Closing DateNet Issuance method of payment, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name to Xencor upon exercise a number of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price Additional Shares determined in accordance with this Agreementthe following formula: where: X = the number of Additional Shares to be issued to Xencor; Y = the number of Additional Shares with respect to which Xencor is exercising its purchase rights under the Option, the Option Series A Preferred Stock so issued will be fully paid which for by the Purchaser as of such Option Closing Date. Any clarity, upon full exercise of the Option will equal 10% of the Fully Diluted Company Shares outstanding following the purchase of the Additional Shares; A = the fair market value of one (1) share of the Additional Shares on the date of exercise; and B = $10,000,000 / Y. No fractional shares arising out of the above formula for determining the number of shares to be issued to Xencor shall be subject issued, and the Company shall in lieu thereof make payment to Xencor of cash in the amount of such fraction multiplied by the fair market value of one (1) share of the Additional Shares on the date of exercise. For purposes of the above calculation, the fair market value of one (1) share of the Additional Shares shall mean (a) if the Common Stock is then traded on a securities exchange, the closing price of such Common Stock on such on the last trading day prior to the following conditions: date of exercise, (ib) if the Common Stock is then regularly traded over-the-counter, the closing sale prices or secondarily the closing bid of such Common Stock on the last trading day prior to the date of exercise, or (c) if there is no active public market for the Common Stock, the fair market value of one share of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; Additional Shares as reasonably determined in good faith by the Board of Directors of the Company. (iiiii) If at any time: (1) the Company shall be not be in default or breach of declare any cash dividend upon its obligations under the Certificate; Common Stock; (iii2) there shall be no actions, suits, proceedings, inquiries any Acquisition (as defined below) or investigations pending capital reorganization or threatened against reclassification of the capital stock of the Company; (3) there shall be a voluntary or involuntary dissolution, including those under bankruptcy, insolvency, receivership liquidation or similar laws, that could reasonably be expected to have a Material Adverse Effect (as such term is defined in the Contribution Agreement) on winding-up of the Company; and or (iv4) the representations and warranties there shall be an initial public offering of the Company set forth in Article VII of the Contribution Agreement shall be true and correct as though made as of the Option Closing Date.Company’s securities;

The Option. From (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the date hereof until July 4"Option") to purchase, 2011 subject to the terms hereof, up to an aggregate of 2,913,172 fully paid and nonassessable common shares of Issuer ("Common Shares") at any time and from time a price per share equal to timeU.S. $6.25 (such price, as adjusted if applicable, the Company, may, by written notice "Option Price") or an aggregate purchase price for the Common Shares of U.S. $18,207,325 (the “"Aggregate Option Notice”) to the Purchaser, exercise all or any portion of the Option, subjectPrice"); provided, however, that in no event shall the number of shares for which this Option is exercisable exceed 19.9% of the issued and outstanding Common Shares (without giving effect to any exercise of this Option) at the time of exercise without giving effect to the conditions Common Shares issued or issuable under the Option. The number of Common Shares that may be received upon the exercise of the Option and limitations the Option Price are subject to adjustment as herein set forth in Section 1.4 forth. (db) and Section 1.4(e). In the event that any additional Common Shares are issued or otherwise become outstanding after the Option is exerciseddate of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereof), the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent Common Shares subject to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price in accordance with this Agreement, the Option Series A Preferred Stock so issued will be fully paid for by the Purchaser as of such Option Closing Date. Any exercise of the Option shall be increased so that, after such issuance, such number together with any Common Shares previously issued pursuant hereto, equals 19.9% of the number of Common Shares then issued and outstanding (without giving effect to any exercise of this Option) without giving effect to any shares subject or issued pursuant to the following conditions: (iOption. Nothing contained in this Section 1(b) the sale of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; (ii) the Company shall be not be or elsewhere in default or breach of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected to have a Material Adverse Effect (as such term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution this Agreement shall be true and correct as though made as deemed to authorize Issuer or Grantee to breach any provision of the Offer Agreement. Any such increase shall not affect the Aggregate Option Closing DatePrice.

The Option. From (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to an aggregate of 4,707,333 fully paid and nonassessable shares of the common stock, $0.0001 par value per share, of Issuer ("Common Stock") at a price per share equal to 1.3 times the closing price per share of the Grantee's common shares as reported on the date hereof until July 4on the Consolidated Tape for New York Stock Exchange issues (such price, 2011 at any time and from time to timeas adjusted if applicable, the Company, may, by written notice (the “"Option Notice”) to the Purchaser, exercise all or any portion of the Option, subjectPrice"); provided, however, that in no event shall the number of shares for which this Option is exercisable exceed 19.9% of the issued and outstanding shares of Common Stock at the time of exercise without giving effect to the conditions shares of Common Stock issued or issuable under the Option. The number of shares of Common Stock that may be received upon the exercise of the Option and limitations the Option Price are subject to adjustment as herein set forth in Section 1.4 forth. (db) and Section 1.4(e). In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the Option is exerciseddate of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereof), the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Common Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent subject to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price in accordance with this Agreement, the Option Series A Preferred Stock so issued will be fully paid for by the Purchaser as of such Option Closing Date. Any exercise of the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the following conditions: (iOption. Nothing contained in this Section 1(b) the sale of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; (ii) the Company shall be not be or elsewhere in default or breach of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected to have a Material Adverse Effect (as such term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution this Agreement shall be true and correct as though made as deemed to authorize Issuer to breach any provision of the Option Closing DateMerger Agreement.

The Option. From (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the date hereof until July 4"OPTION") to purchase, 2011 subject to the terms hereof, up to the Option Amount (as defined in Section 19 below) of fully paid and nonassessable shares of the common stock, $0.01 par value per share, of Issuer ("COMMON STOCK") at any time and from time a price per share in cash equal to time$35.69 (such price, as adjusted if applicable, the Company"OPTION PRICE"); PROVIDED, mayHOWEVER, by written notice that in no event shall the number of shares for which this Option is exercisable exceed the Option Percentage (as defined in Section 19 below) of the “Option Notice”) issued and outstanding shares of Common Stock at the time of exercise without giving effect to the Purchaser, shares of Common Stock issued or issuable under the Option. The number of shares of Common Stock that may be received upon the exercise all or any portion of the Option, subject, however, Option and the Option Price are subject to the conditions and limitations adjustment as herein set forth in Section 1.4 forth. (db) and Section 1.4(e). In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the Option is exerciseddate of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 4(a) hereof), the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Common Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent subject to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price in accordance with this Agreement, the Option Series A Preferred Stock so issued will be fully paid for by the Purchaser as of such Option Closing Date. Any exercise of the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals the Option Percentage of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the following conditions: (iOption. Nothing contained in this Section 1(b) the sale of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; (ii) the Company shall be not be or elsewhere in default or breach of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected to have a Material Adverse Effect (as such term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution this Agreement shall be true and correct as though made as deemed to authorize Issuer or Grantee to breach any provision of the Option Closing DateMerger Agreement.

The Option. From the date hereof until July 4(a) Issuer hereby grants to Grantee an unconditional, 2011 at any time and from time to time, the Company, may, by written notice irrevocable option (the “Option Notice”"Option") to purchase, subject to the Purchaserterms hereof, exercise all or any portion up to 1,031,861 fully paid and nonassessable shares of Issuer's common stock, par value $0.01 per share (the "Common Stock"), at a price of $127.14 per share (the "Option Price"); provided, that in no event shall the number of shares of Common Stock for which this Option is exercisable exceed 2.39% (and together with the number of shares for which that certain option of even date herewith granted to USA Networks, Inc. is exercisable exceed 19.9%) of the Option, subject, however, Issuer's issued and outstanding shares of Common Stock at the time of exercise. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are subject to the conditions and limitations adjustment as herein set forth in Section 1.4 forth. (db) and Section 1.4(e). In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the Option is exerciseddate of this Agreement (except for shares issued pursuant to this Agreement), the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Common Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent subject to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price in accordance with this Agreement, the Option Series A Preferred Stock so issued will be fully paid for by the Purchaser as of such Option Closing Date. Any exercise of the Option shall be increased so that, after such issuance, such number equals 2.39% (and together with the number of shares for which that certain option of even date herewith granted to USA Networks, Inc. is exercisable equals 19.9%) of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the following conditions: (iOption. Nothing contained in this Section 1(b) the sale of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; (ii) the Company shall be not be or elsewhere in default or breach of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected to have a Material Adverse Effect (as such term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution this Agreement shall be true and correct as though made as deemed to authorize Issuer to breach any provision of the Option Closing DateReorganization Agreement.

The Option. From the date hereof until July 4(a) Issuer hereby grants to Grantee an unconditional, 2011 at any time and from time to time, the Company, may, by written notice ---------- irrevocable option (the “Option Notice”"Option") to purchase, subject to the Purchaserterms hereof, exercise all or any portion up ------ to 6,921,479 fully paid and nonassessable shares of Issuer's common stock, without par value (the Option"Common Stock"), subjectat a price of $42.96 per share (the ------------ "Option Price"); provided, however, that in the event Issuer issues or agrees ------------ -------- to issue any shares of Common Stock (other than as permitted under the Affiliation Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares of Common Stock -------- for which this Option is exercisable exceed 19.9% of the Issuer's issued and outstanding shares of Common Stock at the time of exercise without giving effect to any shares subject or issued pursuant to the conditions Option. The number of shares of Common Stock that may be received upon the exercise of the Option and limitations the Option Price is subject to adjustment as herein set forth in Section 1.4 forth. (db) and Section 1.4(e). In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the Option is exerciseddate of this Agreement (other than pursuant to this Agreement and other than an event described in Section 5 hereof), the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Common Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent subject to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price in accordance with this Agreement, the Option Series A Preferred Stock so issued will be fully paid for by the Purchaser as of such Option Closing Date. Any exercise of the Option shall be increased so that, after such issuance, such number (including the number of shares theretofor issued pursuant to this Option) equals 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the following conditions: (iOption. Nothing contained in this Section 1(b) the sale of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; (ii) the Company shall be not be or elsewhere in default or breach of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected to have a Material Adverse Effect (as such term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution this Agreement shall be true and correct as though made as deemed to authorize Issuer to breach any provision of the Option Closing DateAffiliation Agreement.

The Option. From the date hereof until July 4, 2011 at any time and from time (a) Issuer hereby grants to time, the Company, may, by written notice Grantee an irrevocable option (the “Option Notice”"Option") to purchase, subject to the Purchaserterms and conditions of this Agreement, exercise all or any portion up to 64,992,261 fully paid and nonassessable shares of common stock, par value $0.01 per share ("Common Stock"), of Issuer at a price per share in cash equal to the average of the Optionclosing price of Issuer's Common Stock on the New York Stock Exchange (as reported in The Wall Street Journal, subjectNew York City edition) on the five trading days ending on the last trading day preceding the Notice Date (as defined below) (the "Option Price"); provided, however, that in no event shall the number of shares for which the Option is exercisable exceed 12.5% of the shares of Common Stock issued and outstanding at the time of exercise (giving effect to the conditions and limitations shares of Common Stock issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of shares of Common Stock purchasable upon exercise of the Option are subject to adjustment as set forth in Section 1.4 this Agreement. (db) and Section 1.4(e). In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the Option is exerciseddate of this Agreement (other than pursuant to this Agreement), the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the aggregate number of shares being purchased (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Common Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price in accordance with this Agreement, the Option Series A Preferred Stock so issued will be fully paid for by the Purchaser as of such Option Closing Date. Any purchasable upon exercise of the Option shall be subject to the following conditions: (i) the sale inclusive of shares, if any, previously purchased upon exercise of the Initial Series A Preferred Stock pursuant to Sections 1.3 above Option) shall have been consummated; automatically be increased (ii) the Company shall be not be in default or breach of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected to have a Material Adverse Effect (as such term is defined in the Contribution Agreement) without any further action on the Company; and (ivpart of Issuer or Grantee being necessary) so that, after such issuance, it equals the representations and warranties of the Company set forth in Article VII of the Contribution Agreement Maximum Applicable Percentage. No such increase shall be true and correct as though made as of affect the Option Closing DatePrice.

The Option. From the date hereof until July 4, 2011 at any time and from time (a) Issuer hereby grants to time, the Company, may, by written notice Grantee an irrevocable option (the “Option Notice”"Option") to purchase, subject to the Purchaserterms and conditions of this Agreement, exercise all or any portion up to 28,895,812 fully paid and nonassessable common shares in the capital of Issuer ("Common Stock"), of Issuer at a price per share in cash equal to the average of the Optionclosing price of Issuer's Common Stock on the New York Stock Exchange (as reported in The Wall Street Journal, subjectNew York City edition) on the five trading days ending on the last trading day preceding the Notice Date (as defined below) (the "Option Price"); provided, however, that in no event shall the number of shares for which the Option is exercisable exceed 12.5% of the shares of Common Stock issued and outstanding at the time of exercise (giving effect to the conditions and limitations shares of Common Stock issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of shares of Common Stock purchasable upon exercise of the Option are subject to adjustment as set forth in Section 1.4 this Agreement. (db) and Section 1.4(e). In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the Option is exerciseddate of this Agreement (other than pursuant to this Agreement), the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the aggregate number of shares being purchased (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Common Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price in accordance with this Agreement, the Option Series A Preferred Stock so issued will be fully paid for by the Purchaser as of such Option Closing Date. Any purchasable upon exercise of the Option shall be subject to the following conditions: (i) the sale inclusive of shares, if any, previously purchased upon exercise of the Initial Series A Preferred Stock pursuant to Sections 1.3 above Option) shall have been consummated; automatically be increased (ii) the Company shall be not be in default or breach of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected to have a Material Adverse Effect (as such term is defined in the Contribution Agreement) without any further action on the Company; and (ivpart of Issuer or Grantee being necessary) so that, after such issuance, it equals the representations and warranties of the Company set forth in Article VII of the Contribution Agreement Maximum Applicable Percentage. No such increase shall be true and correct as though made as of affect the Option Closing DatePrice.

The Option. From the date hereof until July 4(a) Issuer hereby grants to Grantee an ---------- unconditional, 2011 at any time and from time to time, the Company, may, by written notice irrevocable option (the “Option Notice”"Option") to the Purchaserpurchase, exercise all or any portion of the Option, subject, however, subject to the conditions ------ terms hereof, up to 11,067,986 fully paid and limitations set forth in Section 1.4 nonassessable shares (d"Option ------ Shares") and Section 1.4(e). In the event that the Option is exercisedof common stock, the purchase price for the Option Series A Preferred Stock shall be par value $10,000 .01 per share multiplied by the number ("Common Stock"), of shares being purchased Issuer ------ ------------ at a price per share in cash equal to $6.5525 (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent subject to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price adjustment in accordance with this Agreement, the "Option Series A Preferred Price"); provided, however, that in ------------ -------- ------- no event shall the number of Option Shares exceed 19.9% of the capital stock entitled to vote generally for the election of directors of Issuer that is issued and outstanding at the time of exercise (without giving effect to the Option Shares issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of Option ----------------------------- Shares purchasable upon exercise of the Option and the Option Price are subject to adjustment as set forth herein and subject to Section 20(b). (b) In the event that any additional shares of Common Stock so are issued will be fully paid for by or otherwise become outstanding after the Purchaser as date of such this Agreement (other than pursuant to this Agreement), the aggregate number of Option Closing Date. Any Shares purchasable upon exercise of the Option shall automatically be subject increased (without any further action on the part of Issuer or Grantee being necessary) so that, taking into consideration any such issuance, such aggregate number equals the Maximum Applicable Percentage. (c) The Option Price with respect to the following conditions: Option Shares as to which Grantee may propose to exercise this Option pursuant to Section 2, or to request the repurchase of this Option by Issuer pursuant to Section 9 (i) in either case, the sale "Proposed Exercise Shares"), shall not be greater than, and shall be ------------------------ adjusted downward (but not to less than the par value of the Initial Series A Preferred Stock pursuant Common Stock) to Sections 1.3 above shall have been consummated; the extent necessary to be, the Maximum Option Share Price (ii) the Company as defined below). The "Maximum Option Share Price" with respect to any Proposed Exercise Shares -------------------------- shall be not that price per share in cash at which the Option must be exercisable in default or breach of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected order to have result in a Material Adverse Effect Total Profit (as such term is defined in the Contribution AgreementSection 20) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution Agreement shall be true and correct as though made to Grantee, determined as of the date of such proposal, of $5,000,000, assuming for such purpose that this Option Closing Datewere exercised on such date for all of the Option Shares subject to this Option and assuming that all of such Option Shares were sold for cash at the closing market price on the New York Stock Exchange, Inc. (the "NYSE") for the Common Stock as of the close of business on the preceding ---- trading day (less customary brokerage commissions).

The Option. From the date hereof until July 4(a) Issuer hereby grants to Grantee an ---------- unconditional, 2011 at any time and from time to time, the Company, may, by written notice irrevocable option (the “Option Notice”"Option") to the Purchaserpurchase, exercise all or any portion of the Option, subject, however, subject to the conditions ------ terms hereof, up to 11,067,986 fully paid and limitations set forth in Section 1.4 nonassessable shares (d"Option ------ Shares") and Section 1.4(e). In the event that the Option is exercisedof common stock, the purchase price for the Option Series A Preferred Stock shall be par value $10,000 .01 per share multiplied by the number ("Common Stock"), of shares being purchased Issuer ------ ------------ at a price per share in cash equal to $6.5625 (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent subject to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price adjustment in accordance with this Agreement, the "Option Series A Preferred Price"); provided, however, that in ------------ -------- ------- no event shall the number of Option Shares exceed 19.9% of the capital stock entitled to vote generally for the election of directors of Issuer that is issued and outstanding at the time of exercise (without giving effect to the Option Shares issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of Option ----------------------------- Shares purchasable upon exercise of the Option and the Option Price are subject to adjustment as set forth herein and subject to Section 20(b). (b) In the event that any additional shares of Common Stock so are issued will be fully paid for by or otherwise become outstanding after the Purchaser as date of such this Agreement (other than pursuant to this Agreement), the aggregate number of Option Closing Date. Any Shares purchasable upon exercise of the Option shall automatically be subject increased (without any further action on the part of Issuer or Grantee being necessary) so that, taking into consideration any such issuance, such aggregate number equals the Maximum Applicable Percentage. (c) The Option Price with respect to the following conditions: Option Shares as to which Grantee may propose to exercise this Option pursuant to Section 2, or to request the repurchase of this Option by Issuer pursuant to Section 9 (i) in either case, the sale "Proposed Exercise Shares"), shall not be greater than, and shall be ------------------------ adjusted downward (but not to less than the par value of the Initial Series A Preferred Stock pursuant Common Stock) to Sections 1.3 above shall have been consummated; the extent necessary to be, the Maximum Option Share Price (ii) the Company as defined below). The "Maximum Option Share Price" with respect to any Proposed Exercise Shares -------------------------- shall be not that price per share in cash at which the Option must be exercisable in default or breach of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected order to have result in a Material Adverse Effect Total Profit (as such term is defined in the Contribution AgreementSection 20) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution Agreement shall be true and correct as though made to Grantee, determined as of the date of such proposal, of $5,000,000, assuming for such purpose that this Option Closing Datewere exercised on such date for all of the Option Shares subject to this Option and assuming that all of such Option Shares were sold for cash at the closing market price on the New York Stock Exchange, Inc. (the "NYSE") for the Common Stock as of the close of business on the preceding ---- trading day (less customary brokerage commissions).

The Option. From (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the date hereof until July 4"Option") to purchase, 2011 subject to the terms hereof, up to the Option Amount (as defined in Section 19 below) of fully paid and nonassessable shares of the common stock, $0.01 par value per share, of Issuer ("Common Stock") at any time and from time a price per share in cash equal to time$35.69 (such price, as adjusted if applicable, the Company, may, by written notice (the “"Option Notice”) to the Purchaser, exercise all or any portion of the Option, subjectPrice"); provided, however, that in no event shall the number of shares for which this Option is exercisable exceed the Option Percentage (as defined in Section 19 below) of the issued and outstanding shares of Common Stock at the time of exercise without giving effect to the conditions shares of Common Stock issued or issuable under the Option. The number of shares of Common Stock that may be received upon the exercise of the Option and limitations the Option Price are subject to adjustment as herein set forth in Section 1.4 forth. (db) and Section 1.4(e). In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the Option is exerciseddate of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 4(a) hereof), the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Common Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent subject to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price in accordance with this Agreement, the Option Series A Preferred Stock so issued will be fully paid for by the Purchaser as of such Option Closing Date. Any exercise of the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals the Option Percentage of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the following conditions: (iOption. Nothing contained in this Section 1(b) the sale of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; (ii) the Company shall be not be or elsewhere in default or breach of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected to have a Material Adverse Effect (as such term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution this Agreement shall be true and correct as though made as deemed to authorize Issuer or Grantee to breach any provision of the Option Closing DateMerger Agreement.

The Option. From the date hereof until July 4(a) Issuer hereby grants to Grantee an unconditional, 2011 at any time and from time to time, the Company, may, by written notice irrevocable option (the “Option Notice”"Option") to the Purchaserpurchase, exercise all or any portion of the Option, subject, however, subject to the conditions terms hereof, up to 64,861,617 fully paid and limitations set forth in Section 1.4 nonassessable shares (d"Option Shares") and Section 1.4(e). In the event that the Option is exercisedof common stock, the purchase par value $2.50 per share, of Issuer ("Common Stock") at a price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased in cash equal to $82.82 (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent subject to the Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price adjustment in accordance with this Agreement, the "Option Series A Preferred Price"); provided, however, that in no event shall the number of Option Shares exceed 19.9% of the shares of Common Stock so issued will be fully paid for by and outstanding at the Purchaser time of exercise (without giving effect to the Option Shares issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of Option Shares purchasable upon exercise of the Option and the Option Price are subject to adjustment as set forth herein. (b) In the event that any additional shares of such Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement), the aggregate number of Option Closing Date. Any Shares purchasable upon exercise of the Option shall automatically be subject increased (without any further action on the part of Issuer or Grantee being necessary) so that, taking into consideration any such issuance, such aggregate number equals the Maximum Applicable Percentage. (c) The Option Price with respect to the following conditions: (i) the sale of the Initial Series A Preferred Stock Option Shares as to which Grantee may propose to exercise this Option pursuant to Sections 1.3 above Section 2, or to request the repurchase of this Option by Issuer pursuant to Section 9 (in either case, the "Proposed Exercise Shares"), shall have been consummated; (ii) the Company not be greater than, and shall be not be in default or breach of its obligations under adjusted downward to the Certificate; extent necessary to be, the Maximum Option Price (iii) there as defined below). The "Maximum Option Price" with respect to any Proposed Exercise Shares shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against that price per share in cash at which the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably Option must be expected exercisable in order to have result in a Material Adverse Effect Total Profit (as such term is defined in the Contribution AgreementSection 19) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution Agreement shall be true and correct as though made to Grantee, determined as of the date of such proposal, of $25,000,000, assuming for such purpose that this Option Closing Datewere exercised on such date for all of the Option Shares subject to this Option and that all of such Option Shares were sold for cash at the closing market price on the New York Stock Exchange, Inc. (the "NYSE") for the Common Stock as of the close of business on the preceding trading day (less customary brokerage commissions); provided that the Maximum Option Price may not be less than the par value per share of the Common Stock.