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 (a) In connection with the purchase of the Firm Shares, the Company hereby agrees to provide Purchaser, as of the date hereof until July 4of the First Closing, 2011 with an irrevocable option (the "Option") to purchase up to 7,142,857 Option Shares at a ------ purchase price of $14.00 per Option Share (the "Option Price"). ------------ (b) The Option may be exercised by Purchaser, at any time and from time to timetime up to four (4) times, commencing on the First Closing and ending on midnight of the date which is one (1) year after the later of (i) the date of the First Closing and (ii) the date of the receipt of the Stockholder Approval, for a number of Option Shares having an aggregate purchase price of not less than $25.0 million for each such exercise (other than any exercise where Purchaser purchases all remaining Option Shares). Pending receipt of the Stockholder Approval, the Company, may, by written notice Option can be exercised any number of times and for any number of shares in accordance with the last sentence of Section 1.2. (c) In the “Option Notice”) event Purchaser wishes to the Purchaser, exercise all or any portion of the Option, subject, however, Purchaser shall send a written notice to the conditions Company of its intention to exercise the Option, in whole or in part (an "Option Notice"), specifying the place, time and limitations set forth in Section 1.4 ------------- date (d"Option Closing Date") and Section 1.4(eof the closing of such purchase (an "Option ------------------- ------ Closing"), which date shall not be less than three business days from the date ------- on which an Option Notice is delivered. In the event that Purchaser wishes to exercise the Option is exercisedAdditional Purchase Option, Purchaser shall send a written notice to the purchase price for Company of its intention to exercise the Option Series A Preferred Stock shall be $10,000 per share multiplied by Additional Purchase Option, specifying the number of shares being Firm Shares or Option Shares to be purchased and the place, time and date ("Additional Purchase Closing Date") of the “Option closing of such -------------------------------- purchase (an "Additional Purchase Price”Closing"). 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 4.1 Each Selling Party hereby grants to Parent an unconditional, irrevocable option (the date hereof until July 4"Option") to purchase on one occasion, 2011 subject to the terms hereof, all of the Subject Securities Owned by such Selling Party (other than the 500,000 shares of Company Common Stock Owned by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with respect to which ACX has voting power) at any time and from time on or prior to timethe Expiration Date if after the date of this Agreement an Exercise Event occurs. Following the occurrence of an Exercise Event, Parent may purchase: (i) all (but not less than all) Subject Securities consisting of Company Common Stock at a purchase price of $2.33 per share (as adjusted pursuant to Section 4.2 below, the Company"Standard Option Price"), mayand (ii) all or any part of any other Subject Securities at a purchase price equal to that paid by such Selling Party for such Subject Securities (the "Other Option Price"). If Parent wishes to exercise the Option, by it shall send to the Selling Parties a written notice (the “Option Notice”date of which is referred to herein as the "Notice Date") on or prior to the PurchaserExpiration Date specifying (i) which Subject Securities not consisting of Company Common Stock Parent will purchase, exercise all if any, and (ii) a place and date not later than the later of (A) five (5) business days from the Notice Date and (B) notwithstanding the Expiration Deadline (but in any event not later than March 15, 2000), two (2) business days following the expiration or earlier termination of any portion applicable waiting period under the ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, for the Option, subject, however, to closing of such purchase (the conditions and limitations set forth in Section 1.4 (d) and Section 1.4(e"Option Closing"). In the event that At the Option is exercisedClosing, Parent shall pay to each Selling Party the aggregate purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied Subject Securities sold 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 Selling Party 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 by a wire transfer to an a bank account designated in writing by such Selling Party; provided that failure or refusal of such Selling Party to designate such a bank account shall not preclude Parent from exercising the CompanyOption. In addition, before such At the 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 simultaneously with the payment of the aggregate Standard Option Purchase Price and the Other Option Price, if applicable, by Parent, each Selling Party shall deliver to Parent a certificate or certificates representing the Subject Securities accompanied by duly executed stock powers. If prior notification to or approval of any governmental authority is required (or if any waiting period must expire or be terminated) in accordance connection with the exercise of the Option, the Selling Parties shall promptly cause to be filed, if applicable, the required notice or application for approval and shall expeditiously process the same (and the Selling Parties shall cooperate with Parent in the filing of any such notice or application required to be filed by Parent and the obtaining of any such approval required to be obtained by Parent), and notwithstanding anything to the contrary set forth in this Agreement, the Expiration Deadline may be extended by Parent to a date not more than three (3) business days after the date on which any required notification has been made, approval has been obtained or waiting period has expired or been terminated; provided, however, that in no event may the Expiration Deadline be extended beyond March 15, 2000. 4.2 If at any time the Company shall (i) pay a dividend (other than regular cash dividends) or otherwise make a distribution to the holders of Company Common Stock, (ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock or combine its outstanding shares of Company Common Stock into a smaller number of shares of Company Common Stock, (iii) reorganize its capital, reclassify its capital stock, consolidate or merge with or into another entity or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another entity or (iv) engage in any similar dilutive transaction, the parties agree to adjust the Standard Option Series A Preferred Price and/or the number of shares of Company Common Stock so issued will be fully paid for by (or Company Common Stock obtainable upon conversion of other Subject Securities, if applicable) subject to the Purchaser Option as of such Option Closing Date. Any necessary and equitable in order to ensure that Parent shall receive, upon exercise of the Option, the number of shares of Company Common Stock (or Company Common Stock obtainable upon conversion of other Subject Securities, if applicable) which Parent would have received in connection with or as a result of such dividend, distribution or other transaction, if it had exercised the Option shall be subject immediately prior to the following conditions: (i) the sale of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; record date for any such dividend or other distribution or (ii) the Company effective time of any such other transaction. 4.3 Until exercise of the Option, all rights, ownership and economic benefits of and relating to the Subject Securities shall be not be remain vested in default and belong to the Selling Parties, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern, or breach administer any of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries policies 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 operations of the Company set forth or exercise any power or authority to direct either Selling Party in Article VII the voting of any of the Contribution Agreement shall be true Subject Securities, except as otherwise provided herein and correct in the Proxies, or the performance of either Selling Party's duties or responsibilities as though made as a stockholder of the Option Closing DateCompany.

The Option. From (1) Each Stockholder hereby grants to Aegis or its Permitted Assign (the date hereof until July 4"Holder") an unconditional, 2011 irrevocable option (the "Option") to purchase, subject to the terms hereof, all but not fewer than all of the Shares and New Shares (as defined in Section 7 hereof) at any time and from time to time, the Company, may, by written notice (the “Option Notice”) on or prior to the PurchaserExpiration Date if after the date of this Agreement a Takeover Proposal (as hereinafter defined) has been made. "Takeover Proposal" means, exercise all any proposal or offer, other than by Aegis or any portion of the OptionAffiliate thereof, 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 "Competing Transaction" (as such term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties Section 6.5 of the Company Merger Agreement). Following the occurrence of a Takeover Proposal, Holder may purchase the Shares and New Shares at a purchase price of $31.00 per Share and New Share. The purchase price per share set forth in Article VII the immediately preceding sentence, as adjusted pursuant to paragraph 2(b) below, is hereinafter referred to as the "Option Price." If the Holder wishes to exercise the Option, it shall send to the Stockholder a written notice (the date of which is referred to herein as the "Notice Date") on or prior to the Expiration Date specifying (i) the total number of shares that the Holder will purchase from such Stockholder pursuant to such exercise, which must be all of the Contribution Agreement Shares and New Shares, and (ii) a place and date (a "Closing Date") not later than the later of (A) two (2) business days following the expiration or earlier termination of any applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and (B) one (1) business day following the consummation of the Offer, for the closing of such purchase (a "Closing"). At each Closing, the Holder shall be true and correct as though made as pay to such Stockholder the aggregate purchase price for the Shares or New Shares purchased pursuant to the exercise of the Option Closing Datein immediately available funds by a wire transfer to a bank account designated by such Stockholder; provided that failure or refusal of such Stockholder to designate such a bank account shall not preclude the Holder from exercising the Option. At such Closing, simultaneously with the payment of the aggregate Option Price by the Holder, such Stockholder shall deliver to the Holder a certificate or certificates representing the number of Shares or New Shares purchased by the Holder accompanied by duly executed stock powers. The Stockholders agree that they will not tender the Shares into the Offer, without the prior written consent of the Holder.

The Option. From Upon the date hereof until July 4, 2011 at any time terms and from time to time, the Company, may, by written notice (the “Option Notice”) subject to the Purchaser, exercise all or any portion satisfaction of the Option, subject, however, to the conditions and limitations set forth in Section 1.3 below, time being of the essence, the Parties agree that Parent, at its sole election, shall have, and the Company and the Stockholder Representative hereby grant to Parent, the right (the “Option”), prior to the Expiration Date (as defined in Article V hereof), to cause the Escrowed Documents to be released from escrow, dated as of the date upon which Parent delivers the Exercise Notice (as defined in Section 1.4 hereof) (dexcept in the case of the Initial Disclosure Schedule, which shall retain its original date) and Section 1.4(e)delivered by the Document Escrow Agent. In Specifically, in the event that Network satisfies 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 conditions precedent 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 set forth herein and then Parent exercises the Option prior to the Expiration Date, automatically and without any further action by or consent of any of the Parties other than the provision of the Exercise Notice (a) the Escrowed Documents shall be subject released from escrow by the Document Escrow Agent and (other than the Initial Disclosure Schedule) shall be dated by the Document Escrow Agent as of the date upon which Parent delivers the Exercise Notice to the following conditions: Company and the Document Escrow Agent (ithe “Execution Date”); (b) promptly after the sale Execution Date, the Escrowed Documents shall be distributed by the Document Escrow Agent to all of the Parties (such that each Party shall receive a fully executed and dated copy of the Escrowed Merger Agreements and 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 CompanyDisclosure Schedule); and (ivc) the representations terms and warranties provisions of the Merger Agreement (as supplemented by the Final Disclosure Schedule to be furnished by the Company to Parent pursuant to Section 1.4), including, without limitation, all pre-Closing covenants set forth in Article VII of the Contribution Agreement therein, shall be true in full force and correct as though made as of the Option Closing Dateeffect.

The Option. From 7.1 The Seller hereby grants to the date hereof until July Buyer the Option in the terms set out in Schedule 4, 2011 . 7.2 The Option may be exercised 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 during the Option is exercised, the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number Period in respect of shares being purchased all (the “Option Purchase Price”). The purchase and sale but not part) of the Option Series A Preferred Stock Shares by the Buyer giving not less than twenty Business Days’ notice in writing to the Seller of the date on which the Option Shares are to be transferred (Exercise Notice). 7.3 Once lodged, a notice given under Clause 7.2 shall be irrevocable save with the consent of the Seller. 7.4 Completion of the sale and purchase of the Option Shares (Option Completion) pursuant to the exercise of the Option shall take place at one the registered office of the Company (or more closings such other location as may be agreed upon by the Seller and the Buyer) on the date specified in the Exercise Notice (each, an “Option Closing”Completion Date) at such day and time when the Buyer shall procure that BGL allots to the Seller the Second Tranche Consideration Shares 7.5 At Option Completion the Seller shall: (i) deliver to the Buyer a transfer in respect of the Option Shares duly executed in favour of the Buyer (or as the Company shall designate in Buyer may direct) together (where appropriate) with the share certificate(s) representing 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 Shares in the name of Purchaserthe Seller or a lost share certificate indemnity if appropriate; (ii) the Seller shall procure the removal of any director or directors appointed by it to the board of directors of each member of the Company Group; (iii) the Seller shall pay all amounts (if any) owed by it to each member of the Company Group. 7.6 Thereafter, and Purchaser the Seller shall deliver take all such other steps as the Buyer may reasonably require to vest the Option Purchase Price by wire transfer of immediately available funds to an account designated Shares in writing the Buyer or such other person as the Buyer may nominate. 7.7 The Option Shares sold 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 Seller pursuant 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 sold together with all rights conferred thereon and free from all Encumbrances or other adverse interests, rights, equities, claims or potential claims of any description. 7.8 The Option will lapse if it has not been exercised by the following conditions: (i) Seller on or before 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 last day of the Option Closing DatePeriod and the Seller shall have no rights or claim against the Buyer or any other person in respect of the Option lapsing at such time.

The Option. From (a) In connection with the purchase of the Shares, ---------- the Company hereby grants to Purchaser an irrevocable option (the "Option") to ------ purchase a number of membership units representing 12.5% of the issued and outstanding membership interests in PBV as of the Option Closing Date (as defined herein) (the "PBV Units"), at a purchase price (the "Option Purchase --------- --------------- Price") equal to the fair market value of the PBV Units on the date hereof until July 4that ----- Purchaser delivers an Option Notice to the Company, 2011 payable, at Purchaser's option, in (i) cash, (ii) shares of LDIG Common Stock or (iii) shares of Liberty Media Group Class A Common Stock, par value $.01 per share (the "Liberty Media ------------- Common Stock"). For the purposes of this Section 1.3(a), the "fair market value" ------------ of the PBV Units will be negotiated by the parties hereto in good faith. The Option Purchase Price shall be subject to adjustment as provided in Section 6.7. (b) The Option may be exercised by Purchaser at any time commencing on the Purchase Closing and ending at midnight on the date which is ninety (90) days after the Purchase Closing (the "Option Expiration Date"). Purchaser may assign ---------------------- its right to exercise the Option to Liberty Digital, in which case, Liberty Digital shall assume all of the rights and obligations of Purchaser hereunder with respect to the Option. (c) In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to the Company of its intention to exercise the Option, in whole but not in part (the "Option Notice"), specifying (A) whether the Option Purchase Price will be paid in cash, LDIG Common Stock or Liberty Media Common Stock, and (B) the place, time and date (the "Option Closing Date") of the ------------------- closing of such purchase (the "Option Closing"), which date shall not be less -------------- than three (3) business days and not more than five (5) business days from the date on which the conditions specified in Section 7.2 hereof are satisfied or waived, or within such other time frame as the Company and Purchaser may mutually agree. Within five (5) business days of the delivery of the Option Notice, (i) (x) if Purchaser elects to timepay the Option Purchase Price with cash, Purchaser shall deliver a certificate to the Company, mayexecuted by an authorized officer of Purchaser, by written notice containing representations and warranties in the form set forth in Article IV, with appropriate changes to reflect the fact that Purchaser is purchasing the PBV Units, (y) if Purchaser elects to pay the “Option Notice”) Purchase Price with LDIG Common Stock, Purchaser shall deliver a certificate to the PurchaserCompany, exercise all executed by an authorized officer of Purchaser (any certificate delivered pursuant to clause (x) or any portion of (y), the Option"Liberty Certificate"), subjectcontaining ------------------- representations and warranties with respect to Liberty Digital and its Subsidiaries and the LDIG Shares (as defined below) substantially in the form set forth in Article V and the representations contained in Section 4.2, howeveror (z) if Purchaser shall elect to pay the Option Purchase Price with Liberty Media Common Stock, Purchaser shall (1) execute the Liberty Certificate solely with respect to the conditions and limitations representations in the form set forth in Section 1.4 4.2 and (d2) and Section 1.4(ecause AT&T Corp., a New York corporation ("AT&T"). In , to deliver a certificate to ---- the event that the Option is exercisedCompany, the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied executed by the number an authorized officer of shares being purchased AT&T (the “Option Purchase Price”"AT&T Certificate"). The purchase , ---------------- containing representations and sale warranties with respect to AT&T in substantially the form of those contained in Sections 5.1, 5.3(e), 5.4, 5.5, 5.11 and 5.16, with appropriate modifications to reflect the Option Series A Preferred fact that AT&T is issuing shares of Liberty Media Common Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as entering into 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 Purchaserapplicable Registration Rights Agreement, 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 deliver a certificate to Purchaser, executed by an authorized officer of its obligations under the Company (the "Company 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 ------------------- containing representations and warranties of in the Company form set forth in Article VII Sections 3.16 and if Purchaser does not elect to pay the Option Purchase Price with cash, 3.20 hereof. (d) In the event that the parties cannot agree on the fair market value of the Contribution Agreement shall be true and correct as though made as PBV Units by the later of (x) the Option Expiration Date or (y) 30 days after the date of the Option Closing DateNotice, all rights of Purchaser with respect to the Option shall expire and terminate and, except as described in Section 1.4, Purchaser shall have no further rights to purchase PBV Units or any other interest in PBV.

The Option. From Subject to the date hereof until July 4terms and conditions set forth in this Agreement, 2011 Aspire hereby grants to the Company the right (the “Option”) at any time and from time time(s) prior to timeor on April 30, 2017 (the “Expiration Date”), to require Aspire enter into, with the Company, mayup to two (2) common stock purchase agreements (each a “Purchase Agreement”) on the terms and conditions set forth on EXHIBIT A attached hereto. The Company may elect to require Aspire to enter into only one Purchase Agreement or it may elect to require Aspire to enter into two (2) separate Purchase Agreements in the Company’s sole discretion. The Company may elect to enter no Purchase Agreement whatsoever in its sole discretion. However, by notwithstanding anything herein to the contrary, the aggregate amount under both Purchase Agreements combined shall not exceed Ten Million Dollars ($10,000,000) (the “Aggregate Amount”). A Purchase Agreement or Purchase Agreements, as the case may be, may be for a lesser amount as the Company may determine in its sole discretion. Aspire shall enter into a Purchase Agreement within ten (10) Business Days (or such longer period as the Company may reasonably request) after the date that Aspire receives a written notice (the “Option Notice”) to enter into a Purchase Agreement from the PurchaserCompany. For any reason or for no reason whatsoever, exercise all or an Option Notice to Aspire may be revoked by the Company at any portion of the Option, subject, however, time prior to the conditions and limitations set forth in Section 1.4 parties entering into a Purchase Agreement without effecting or limiting the Company future rights to give a subsequent Option Notice to Aspire so long as Aspire is not required to enter into: (di) and Section 1.4(e). In more than two (2) Purchase Agreements on or prior to the event that Expiration Date, (ii) any Purchase Agreements after the Option is exercisedExpiration Date, the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased or (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Stock shall take place iii) at any time or times, one or more closings (each, an “Option Closing”) at such day and time as Purchase Agreements for a combined amount greater than 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 Aggregate Amount. Notwithstanding anything herein to the Purchaser (each, an “Option Closing Date”). On an Option Closing Datecontrary, 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 Company’s rights under this Agreement 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 null and void after April 30, 2017. An Option Notice received by Aspire after April 30, 2017 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; null 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 Datevoid.

The Option. From 4.1 The Company hereby grants to Optionee the date hereof until July 4exclusive right and option to acquire a 100% Interest in the Property, 2011 at any time free and from time to timeclear of all Encumbrances, in accordance with the Company, may, by written notice terms of this Agreement (the “Option NoticeOption”) to ). In connection with the Purchaser, exercise all or any portion grant of the Option, subjectOptionee or its technical consultant shall have the right to enter onto and occupy the Property in order to conduct test work necessary for the preparation of a technical report on the Property and such other activity as is contemplated in this Agreement. The Option shall be exercisable by Optionee until the date which is 24 months from the Execution Date (the “Expiry Date”). 4.2 In order for Optionee to exercise the Option and acquire a 100% interest in the Property it must (i) assign the Option to a company, however, acceptable to the conditions Company acting reasonably, that has its shares listed on the Toronto Stock Exchange or the TSX Venture Exchange (“Pubco”) and limitations whose management team and Board of Directors is acceptable to the Company at the time of assignment of the Option to Pubco, the recruitment of which shall be the responsibility of the Optionee, (ii) satisfy the Exploration Obligations set forth in Section 1.4 section 5.1 and (diii) arrange for a number of shares of Pubco (the “Payment Shares”) to be delivered to the Company at closing, such that the number of the Payment Shares shall result in the Company owning 50% of the issued and Section 1.4(e)outstanding capital of Pubco on a fully diluted basis calculated immediately following the time the Seed Financing Threshold is obtained. 4.3 Upon Optionee assigning the Option, satisfying the Exploration Obligations and delivering the Payment Shares as set out in section 4.2, Optionee or its assignee will have been deemed to have exercised the Option and will be entitled to purchase the 100% Interest in the Property in accordance with the provisions of this Agreement. 4.4 For greater certainty, the exercise of the option by the assignment of the option to Pubco, the satisfaction of the Exploration Obligations and the delivery of the Payment Shares pursuant to section 4.2 will be made at Optionee’s option only and accordingly are not firm and binding commitments of Optionee. 4.5 Notwithstanding anything else contained in this Agreement, Optionee shall have the right to terminate this Agreement at any time upon written notice. In the event that the Option is exercisedof such termination, the purchase price Optionee shall not be responsible for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number any issuances or deliveries 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 securities pursuant 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 4.1 Each Selling Party hereby grants to Parent an unconditional, irrevocable option (the date hereof until July 4"Option") to purchase on one occasion, 2011 subject to the terms hereof, all of the Subject Securities Owned by such Selling Party (other than the 500,000 shares of Company Common Stock Owned by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with respect to which ACX has voting power) at any time and from time on or prior to timethe Expiration Date if after the date of this Agreement an Exercise Event occurs. Following the occurrence of an Exercise Event, Parent may purchase: (i) all (but not less than all) Subject Securities consisting of Company Common Stock at a purchase price of $2.33 per share (as adjusted pursuant to Section 4.2 below, the Company"Standard Option Price"), mayand (ii) all or any part of any other Subject Securities at a purchase price equal to that paid by such Selling Party for such Subject Securities (the "Other Option Price"). If Parent wishes to exercise the Option, by it shall send to the Selling Parties a written notice (the “Option Notice”date of which is referred to herein as the "Notice Date") on or prior to the PurchaserExpiration Date specifying (i) which Subject Securities not consisting of Company Common Stock Parent will purchase, exercise all if any, and (ii) a place and date not later than the later of (A) five (5) business days from the Notice Date and (B) notwithstanding the Expiration Deadline (but in any event not later than March 15, 2000), two (2) business days following the expiration or earlier termination of any portion applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, for the Option, subject, however, to closing of such purchase (the conditions and limitations set forth in Section 1.4 (d) and Section 1.4(e"Option Closing"). In the event that At the Option is exercisedClosing, Parent shall pay to each Selling Party the aggregate purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied Subject Securities sold 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 Selling Party 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 by a wire transfer to an a bank account designated in writing by such Selling Party; provided that failure or refusal of such Selling Party to designate such a bank account shall not preclude Parent from exercising the CompanyOption. In addition, before such At the 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 simultaneously with the payment of the aggregate Standard Option Purchase Price and the Other Option Price, if applicable, by Parent, each Selling Party shall deliver to Parent a certificate or certificates representing the Subject Securities accompanied by duly executed stock powers. If prior notification to or approval of any governmental authority is required (or if any waiting period must expire or be terminated) in accordance connection with the exercise of the Option, the Selling Parties shall promptly cause to be filed, if applicable, the required notice or application for approval and shall expeditiously process the same (and the Selling Parties shall cooperate with Parent in the filing of any such notice or application required to be filed by Parent and the obtaining of any such approval required to be obtained by Parent), and notwithstanding anything to the contrary set forth in this Agreement, the Expiration Deadline may be extended by Parent to a date not more than three (3) business days after the date on which any required notification has been made, approval has been obtained or waiting period has expired or been terminated; provided, however, that in no event may the Expiration Deadline be extended beyond March 15, 2000. 4.2 If at any time the Company shall (i) pay a dividend (other than regular cash dividends) or otherwise make a distribution to the holders of Company Common Stock, (ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock or combine its outstanding shares of Company Common Stock into a smaller number of shares of Company Common Stock, (iii) reorganize its capital, reclassify its capital stock, consolidate or merge with or into another entity or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another entity or (iv) engage in any similar dilutive transaction, the parties agree to adjust the Standard Option Series A Preferred Price and/or the number of shares of Company Common Stock so issued will be fully paid for by (or Company Common Stock obtainable upon conversion of other Subject Securities, if applicable) subject to the Purchaser Option as of such Option Closing Date. Any necessary and equitable in order to ensure that Parent shall receive, upon exercise of the Option, the number of shares of Company Common Stock (or Company Common Stock obtainable upon conversion of other Subject Securities, if applicable) which Parent would have received in connection with or as a result of such dividend, distribution or other transaction, if it had exercised the Option shall be subject immediately prior to the following conditions: (i) the sale of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; record date for any such dividend or other distribution or (ii) the Company effective time of any such other transaction. 4.3 Until exercise of the Option, all rights, ownership and economic benefits of and relating to the Subject Securities shall be not be remain vested in default and belong to the Selling Parties, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern, or breach administer any of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries policies 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 operations of the Company set forth or exercise any power or authority to direct either Selling Party in Article VII the voting of any of the Contribution Agreement shall be true Subject Securities, except as otherwise provided herein and correct in the Proxies, or the performance of either Selling Party's duties or responsibilities as though made as a stockholder of the Option Closing DateCompany.

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(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 the date hereof until July 4, 2011 at any time and from time to time, the Company, may, by written notice (the ““ Option NoticeNotice ”) 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 PricePrice ”). The purchase and sale of the Option Series A Preferred Stock shall take place at one or more closings (each, an ““ Option ClosingClosing ”) 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 DateDate ”). 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 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 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.

The Option. From (a) Each Stockholder hereby grants to Aegis or its Permitted Assign (the date hereof until July 4"Holder") an unconditional, 2011 irrevocable option (the "Option") to purchase, subject to the terms hereof, all but not fewer than all of the Shares and New Shares (as defined in Section 7 hereof) at any time and from time to time, the Company, may, by written notice (the “Option Notice”) on or prior to the PurchaserExpiration Date if after the date of this Agreement a Takeover Proposal (as hereinafter defined) has been made. "Takeover Proposal" means, exercise all any proposal or offer, other than by Aegis or any portion of the OptionAffiliate thereof, 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 "Competing Transaction" (as such term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties Section 6.5 of the Company Merger Agreement). Following the occurrence of a Takeover Proposal, Holder may purchase the Shares and New Shares at a purchase price of $31.00 per Share and New Share. The purchase price per share set forth in Article VII the immediately preceding sentence, as adjusted pursuant to paragraph 2(b) below, is hereinafter referred to as the "Option Price." If the Holder wishes to exercise the Option, it shall send to the Stockholder a written notice (the date of which is referred to herein as the "Notice Date") on or prior to the Expiration Date specifying (i) the total number of shares that the Holder will purchase from such Stockholder pursuant to such exercise, which must be all of the Contribution Agreement Shares and New Shares, and (ii) a place and date (a "Closing Date") not later than the later of (A) two (2) business days following the expiration or earlier termination of any applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and (B) one (1) business day following the consummation of the Offer, for the closing of such purchase (a "Closing"). At each Closing, the Holder shall be true and correct as though made as pay to such Stockholder the aggregate purchase price for the Shares or New Shares purchased pursuant to the exercise of the Option Closing Datein immediately available funds by a wire transfer to a bank account designated by such Stockholder; provided that failure or refusal of such Stockholder to designate such a bank account shall not preclude the Holder from exercising the Option. At such Closing, simultaneously with the payment of the aggregate Option Price by the Holder, such Stockholder shall deliver to the Holder a certificate or certificates representing the number of Shares or New Shares purchased by the Holder accompanied by duly executed stock powers. The Stockholders agree that they will not tender the Shares into the Offer, without the prior written consent of the Holder.

The Option. From (a) Effective on the date hereof until July 4Closing Date (as hereinafter defined), 2011 at any time subject to the terms and conditions of this Agreement the Seller hereby grants to the Purchaser the option to purchase (the "Option") in whole or in part of the Option Shares in exchange for an exercise price in cash equal to $3.25 per share. Notwithstanding the foregoing, the Option shall not be exercisable to the extent that such exercise would cause the Purchaser to be deemed an Interested Stockholder within the meaning of Section 203 of the Delaware General Corporation Law (an "Interested Stockholder"), unless, prior to exercise of the Option the Board of Directors of Wickes approves the Purchaser's acquiring more than 15% of the outstanding shares of Wickes Common Stock so as to prevent the Purchaser and its affiliates from becoming an Interested Stockholder. (b) The Option may be exercised in whole or in part and from time to time, time only by notice given by the Company, may, by written notice (the “Option Notice”) Purchaser to the PurchaserSeller at any time after the Closing Date and on or before November 4, exercise all or any portion of the Option1998, subject, however, except that to the conditions and limitations set forth in Section 1.4 (d) and Section 1.4(e). In the event extent that the Option is exercisednot exercisable by virtue of the last sentence of Section 1.02(a) hereof, the purchase price for Option may be exercised in whole or in part by notice given by the Purchaser to the Seller on or before the earlier to occur of (i) October 5, 1999 or (ii) 30 days after the Purchaser has received written notice from the Seller certifying that the Wickes Board of Directors has approved the Purchaser and its affiliates purchasing more than 15% of the outstanding Wickes Common Stock so that the Purchaser will not be deemed an Interested Stockholder. The Seller agrees to use its best efforts to cause Wickes' Board of Directors to approve the matter referred to in clause (ii) of the preceding sentence. If on November 4, 1998, the Purchaser has not exercised the Option Series A Preferred Stock as to at least 200,000 shares, the Seller shall have the option to cause the Purchaser to be $10,000 per share multiplied by obligated to purchase the number of the Option shares being purchased equal to the difference between 200,000 shares and the number of Option Shares as to which the Option shall have previously been exercised. This "put" option (the “Option Purchase Price”)"Put Option") may be exercised by the Seller at any time after November 4 and on or before November 14, 1998. The purchase and sale of the Option Series A Preferred Stock Shares pursuant to the Option and/or the Put Option shall take place at one the offices of the Seller's counsel on the tenth day (or more closings (each, an “Option Closing”sooner at the Purchaser's option) 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 after the date of such notice (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 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 Subject to the date hereof until July 4terms and conditions set forth in this Agreement, 2011 Aspire hereby grants to the Company the right (the “Option”) at any time and from time time(s) prior to timeor on December 31, 2019 (the “Expiration Date”), to require Aspire enter into, with the Company, mayup to two (2) common stock purchase agreements (each a “Purchase Agreement”) on the terms and conditions set forth on EXHIBIT B attached hereto. The Company may elect to require Aspire to enter into only one Purchase Agreement or it may elect to require Aspire to enter into two (2) separate Purchase Agreements in the Company’s sole discretion. The Company may elect to enter no Purchase Agreement whatsoever in its sole discretion. However, by notwithstanding anything herein to the contrary, the aggregate amount under both Purchase Agreements combined shall not exceed Twenty Million Dollars ($20,000,000) (the “Aggregate Amount”). A Purchase Agreement or Purchase Agreements, as the case may be, may be for a lesser amount as the Company may determine in its sole discretion. Aspire shall enter into a Purchase Agreement within ten (10) Business Days (or such longer period as the Company may reasonably request) after the date that Aspire receives a written notice (the “Option Notice”) to enter into a Purchase Agreement from the PurchaserCompany. For any reason or for no reason whatsoever, exercise all or an Option Notice to Aspire may be revoked by the Company at any portion of the Option, subject, however, time prior to the conditions and limitations set forth in Section 1.4 parties entering into a Purchase Agreement without effecting or limiting the Company’s future rights to give a subsequent Option Notice to Aspire so long as Aspire is not required to enter into: (di) and Section 1.4(e). In more than two (2) Purchase Agreements on or prior to the event that Expiration Date, (ii) any Purchase Agreements after the Option is exercisedExpiration Date, the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased or (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Stock shall take place iii) at any time or times, one or more closings (each, an “Option Closing”) at such day and time as Purchase Agreements for a combined amount greater than 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 Aggregate Amount. Notwithstanding anything herein to the Purchaser (each, an “Option Closing Date”). On an Option Closing Datecontrary, 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 Company’s rights under this Agreement 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 null and void after December 31, 2019. An Option Notice received by Aspire after December 31, 2019 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; null 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 Datevoid.

The Option. From The Option Holder shall have the date hereof until July 4right, 2011 at any time and from time to time, exercisable during the Company, may, by written notice thirty (30) day period (the “Option NoticePeriod”) to commencing with the Purchaser, exercise all or any portion receipt by the Option Holder of the Option, subject, however, audited financial statements of the Company for fiscal year 2008 (such audited financial statements to be the conditions and limitations financial statements set forth in Section 1.4 (d3.1(a) of the Investor’s Rights Agreement, of even date hereof, and Section 1.4(e). In by and among the event that Company, the Option is exercised, Holder and the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased Key Holder parties thereto (the “Option Purchase PriceInvestor’s Rights Agreement”). The ), to 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 additionSuch purchase (the “Transaction”), before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by take the other party to complete the purchase and sale form 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: either (i) the sale purchase of all 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 outstanding Membership Interests (as such term is defined in below) then outstanding and not then held by the Contribution AgreementOption Holder such that, upon such purchase, the Option Holder will own all of the outstanding membership interests of the Company of any and all classes and series; or, (ii) on such other form as both of the Option Holder and the Company may agree, including without limitation: (a) the purchase of all or substantially all of the assets of the Company; and or (ivb) the representations and warranties merger or consolidation of the Company set forth with or into the Option Holder or other entity. It is hereby agreed and acknowledged that, in Article VII selecting the form of the Contribution Agreement shall Transaction, the parties hereto desire that such form accommodate, as much as possible, the desire of all parties to limit or reduce then current taxation to the Company and the holders of its Membership Interests, to provide sufficient funds directly to the Company to allow for the payment in full of any then remaining liability of the Company under that certain promissory note issued by the Company in favor of MT Family Partnership and the funding of the Company’s SAR Plan, and to provide the best possible long term tax and accounting treatment for the Transaction to the Option Holder and the selling members of the Company. The Option may be true and correct as though made as exercised by the Option Holder at any time during the Option Period by providing written notice (the “Exercise Notice”) to the Company of the Option Closing DateHolder’s exercise of the Option. Upon receipt of the Exercise Notice, the Company shall promptly provide notice to all Holders of the exercise of the Option.

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).