Common use of Exercise of Options Clause in Contracts

Exercise of Options. Each Option shall be exercised by the delivery of written notice to the Company setting forth the number of shares of Stock with respect to which the Option is to be exercised, together with: (a) cash, a certified check, a bank draft or a postal or express money order payable to the order of the Company for an amount equal to the exercise price under the Option, (b) Mature Shares with a Fair Market Value on the date of exercise equal to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, any other form of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer of the shares of Stock. If Mature Shares are used for payment by the Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and payment, the Company shall deliver the number of shares of Stock with respect to which the Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when the transfer agent of the Company shall have deposited the certificates in the United States mail, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion of the shares of Stock acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the exercise price and any applicable tax withholding resulting from such exercise. An Option may not be exercised for a fraction of a Common Share.

Exercise of Options. Each (a) An Option shall may be exercised from time to time by delivery to the delivery Corporation at its registered office of a written notice of exercise addressed to the Company setting forth Secretary of the Corporation specifying the number of shares of Stock Common Shares with respect to which the Option is being exercised and accompanied by payment in full of the Option Price of the Common Shares to be exercised, together with: purchased. Certificates for such Common Shares shall be issued and delivered to the Optionee as soon as practicable following the receipt of such notice and payment. Payment of the Option Price may be made (ai) in cash, (ii) by cheque or money order, or (iii) by a certified check, a bank draft or a postal or express money order payable to the order combination of the Company for an amount equal to the exercise price under the Option, foregoing methods. (b) Mature Shares with a Fair Market Value on the date of exercise equal to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, Notwithstanding any other form of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer of the shares of Stock. If Mature Shares are used for payment by the Holderprovision hereof, the aggregate Fair Market Value of the shares of Stock tendered must be equal Corporation's obligation to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid issue Common Shares to an Optionee pursuant to (a) above. As promptly as practicable after receipt of written notification and payment, the Company shall deliver the number of shares of Stock with respect to which the Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when the transfer agent of the Company shall have deposited the certificates in the United States mail, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker shall be subject to: (i) completion of such registration or other qualification of such Common Shares or obtaining approval of such governmental authority as the Corporation shall determine to sell all be necessary or a portion advisable in connection with the authorization, issuance or sale thereof; (ii) the admission of such Common Shares to listing on any stock exchange on which the Common Shares are then listed; and (iii) the receipt from the Optionee of such representations, agreements and undertakings, including as to future dealings in such Common Shares, as the Corporation or its counsel determines to be necessary or advisable in order to safeguard against the violation of the shares securities laws of Stock acquired any jurisdiction. In this connection the Corporation shall, to the extent necessary, take all reasonable steps to obtain such approvals, registrations and qualifications as may be necessary for the issuance of such Common Shares in compliance with applicable laws and for the listing of such Common Shares on any stock exchange on which the Common Shares are then listed. 8. CERTAIN ADJUSTMENTS Appropriate adjustments in the number and kind of Common Shares or other property issuable upon exercise of the Option and remit in the Option Price shall be made by the Board to give effect to changes in the Company a sufficient portion Common Shares of the sale proceeds to pay the exercise price and any applicable tax withholding Corporation resulting from such exercisesubdivisions, consolidations or reclassification of the Common Shares of the Corporation, the payment of dividends or other distributions by the Corporation (other than dividends or other distributions determined by the Board to be in the ordinary course), mergers, consolidations, combinations or similar transactions or other relevant changes in the capital of the Corporation. An Option may not be exercised for a fraction of a Common Share9.

Exercise of Options. Each The term of each Option granted to CELGENE hereunder shall run and be exercisable independently on a THALIDOMIDE INVENTION-by-THALIDOMIDE INVENTION basis, beginning on the date on which CELGENE receives notice thereof pursuant to Section 2.2.2 and continuing for a period of three (3) months ("Option Period"). In the event that this Agreement terminates during any Option Period(s) for any reason other than due to CELGENE's breach of this Agreement, each such Option Period, and the rights and obligations of the parties under Sections 2.2.3, 2.2.4 and 2.2.5 with respect to the relevant THALIDOMIDE INVENTION, shall continue in full force and effect for the duration of each such three (3) month period and, if applicable, the relevant Negotiation Period. The relevant THALIDOMIDE INVENTION shall be exercised deemed to be CMCC's CONFIDENTIAL INFORMATION, pursuant to the terms of this Agreement. CELGENE may exercise its Option with respect to any THALIDOMIDE INVENTION at any time during the relevant Option Period by the delivery of providing written notice to CMCC and/or such THIRD PARTY RESEARCHER, as applicable, with a copy to BIOVENTURE, stating its intention to exercise such Option. CELGENE agrees that it shall reimburse CMCC for all reasonable out-of-pocket expenses, including reasonable attorney's fees, incurred in connection with the Company setting forth preparation, filing and prosecution of patent applications directed towards the number of shares of Stock relevant THALIDOMIDE INVENTION in the FIELD ("Patent Costs") during the Option Period, provided that if CELGENE notifies CMCC in writing that it rejects its Option with respect to which the relevant THALIDOMIDE INVENTION, CELGENE shall have no obligation to pay for any Patent Costs incurred after the receipt of such notice by CMCC. If CELGENE expressly rejects its Option or the Option is Period lapses without any such written notice from CELGENE, then CMCC and such THIRD PARTY RESEARCHER shall have no further obligation to be exercised, together with: (a) cash, a certified check, a bank draft or a postal or express money order payable to the order of the Company for an amount equal to the exercise price under the Option, (b) Mature Shares with a Fair Market Value on the date of exercise equal to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, any other form of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer of the shares of Stock. If Mature Shares are used for payment by the Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and payment, the Company shall deliver the number of shares of Stock CELGENE with respect to which the Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when the transfer agent of the Company shall have deposited the certificates in the United States mail, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion of the shares of Stock acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the exercise price and any applicable tax withholding resulting from such exercise. An Option may not be exercised for a fraction of a Common Sharerelevant THALIDOMIDE INVENTION.

Exercise of Options. Each The Option shall be exercised exercisable, in whole or in part, by the delivery of written notice to the Company setting forth the number of shares of Stock with respect to which the Option is to be exercised. In order to be effective, together with: such written notice shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (a) cashin cash or by personal check, a cashier's check, certified check, a bank draft or a postal or express money order payable to the order of the Company for in an amount (in United States dollars) equal to the exercise option price under the Option, (b) Mature Shares with a Fair Market Value on the date of exercise equal to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, any other form of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer of the shares of Stock. If Mature Shares are used for payment multiplied by the Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and payment, the Company shall deliver the number of shares of Stock with respect to which the Option has is exercised or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been exercisedmade on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, issued the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as designated are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the HolderOptionee (or other holder of the Option pursuant to Section 5). Delivery If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock shall be deemed effected for all purposes when with respect to which such Option is exercised, (i) certificates registered in the transfer agent name of such Optionee (or other holder of the Company shall have deposited the certificates in the United States mail, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company for the exercise price Option pursuant to (bSection 5) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer representing a number of shares of Stock may legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be effected accompanied by stock powers duly endorsed in blank by the Company it is sole discretionrecord holder of the shares represented by such certificates; and (ii), in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay if the exercise option price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion of the shares of Stock acquired upon with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option and remit shall be added to the Company a sufficient portion general funds of the sale proceeds Company to pay the exercise price and be used for any applicable tax withholding resulting from such exercise. An Option may not be exercised for a fraction of a Common Sharecorporate purpose.

Exercise of Options. Each Option Options shall be exercised by the delivery of written notice to the Company setting forth the number of shares of Stock with respect to which the Option is to be exercised, together with: (a) cashaccompanied by payment of the option price of such shares, a certified checkwhich payment shall be made, a bank draft subject to the alternative provisions of this Section, in cash or a postal or express money order by such cash equivalents, payable to the order of the Company for in an amount in United States dollars equal to the exercise option price under of such shares, as the Option, (b) Mature Shares with a Fair Market Value on the date of exercise equal Committee in its sole and absolute discretion shall consider acceptable. Such notice shall be delivered in person to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, any other form of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer of the shares of Stock. If Mature Shares are used for payment by the Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and payment, the Company shall deliver the number of shares of Stock with respect to which the Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when the transfer agent Secretary of the Company or shall have deposited the certificates in the United States be sent by registered mail, return receipt requested, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu Secretary of tendering the Mature Shares to the Company for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case delivery shall be deemed made on the Company will deliver only date such notice is deposited in the Net Sharesmail. The Company shall have sole discretion in determining that Alternatively, if the shares are Mature Shares and that they are unencumbered, transferableOption Agreement so specifies, and acceptable subject to such rules as may be established by the Company for this purpose. The delivery Committee, payment of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock option price may be effected by made through a so-called "cashless exercise" procedure, under which the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit Optionee shall deliver irrevocable instructions to a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion of the shares of Stock acquired upon exercise of the Option and to remit promptly to the Company a sufficient portion of the sale proceeds to pay the exercise option price and any applicable tax withholding resulting from such exercise. An Option Alternatively, payment of the option price may be made, in whole or in part, in shares of Stock owned by the Optionee; provided, however, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any ISO (or other "incentive stock option"), unless and until he has held the shares until at least two (2) years after the date the ISO (or such other incentive stock option) was granted and at least one (1) year after the date the ISO (or such other option) was exercised. If payment is made in whole or in part in shares of Stock, then the Optionee shall deliver to the Company in payment of the option price of the shares with respect of which such Option is exercised (a) certificates registered in the name of such Optionee representing a number of shares of Stock legally and beneficially owned by such Optionee, free of all liens, claims and encumbrances of every kind, and having a fair market value on the date of delivery of such notice equal to the option price of the shares of Stock with respect to which such Option is to be exercised, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares of Stock represented by such certificates; and (b) if the option price of the shares with respect to which such Option is to be exercised for exceeds such fair market value, cash or such cash equivalents payable to the order to the Company, in an amount in United States dollars equal to the amount of such excess, as the Committee in its sole and absolute discretion shall consider acceptable. Notwithstanding the foregoing provisions of this Section, the Committee, in its sole and absolute discretion (i) may refuse to accept shares of Stock in payment of the option price of the shares of Stock with respect to which such Option is to be exercised and, in that event, any certificates representing shares of Stock which were delivered to the Company with such written notice shall be returned to such Optionee together with notice by the Company to such Optionee of the refusal of the Committee to accept such shares of Stock and (ii) may accept, in lieu of actual delivery of stock certificates, an attestation by the Optionee substantially in the form attached herewith as Exhibit C or such other form as may be deemed acceptable by the Committee that he or she owns of record the shares to be tendered free and clear of all liens, claims and encumbrances of every kind. Alternatively, if the Option Agreement so specifies, payment of the option price may be made in part by a fraction promissory note executed by the Optionee and containing the following terms and conditions (and such others as the Committee shall, in its sole and absolute discretion determine from time to time): (a) it shall be collaterally secured by the shares of Stock obtained upon exercise of the Option; (b) repayment shall be made on demand by the Company and, in any event, no later than three (3) years from the date of exercise; and (c) the note shall bear interest at a rate as determined by the Committee, payable monthly out of a Common Sharepayroll deduction provision; provided, however, that notwithstanding the foregoing (i) an amount not less than the par value of the shares of Stock with respect to which the Option is being exercised must be paid in cash, cash equivalents, or shares of Stock in accordance with this Section, and (ii) the payment of such exercise price by promissory note does not violate any applicable laws or regulations, including, without limitation, Delaware corporate law or applicable margin lending rules. The decision as to whether to permit partial payment by a promissory note for shares of Stock to be issued upon exercise of any Option granted shall rest entirely in the sole and absolute discretion of the Committee. As promptly as practicable after the receipt by the Company of (a) written notice from the Optionee setting forth the number of shares of Stock with respect to which such Option is to be exercised and (b) payment of the option price of such shares in the form required by the foregoing provisions of this Section, the Company shall cause to be delivered to such Optionee certificates representing the number of shares with respect to which such Option has been so exercised (less a number of shares equal to the number of shares as to which ownership was attested under the procedure described in clause (ii) of the next preceding paragraph).

Exercise of Options. Each Option Options granted under the Plan shall be exercised by the delivery Optionee thereof (or by his or her executors, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all or part of the Shares covered thereby, by the giving of written notice of exercise to the Company setting forth Company, specifying the number of shares of Stock with respect to which the Option is Shares to be exercisedpurchased, together with: (a) cash, a certified check, a bank draft or a postal or express money order payable to the order accompanied by payment of the Company full purchase price for an amount equal to the exercise Shares being purchased. Full payment of such purchase price under the Option, shall be made within five (b5) Mature Shares with a Fair Market Value on business days following the date of exercise equal to the exercise price under the optionand shall be made (i) in cash or by certified check or bank check, (cii) an election to make a cashless exercise through a registered broker-dealer with the consent of the Board or (d) except as specified below, any other form of payment which is acceptable to the Committee, by delivery of a promissory note in favor of the Company upon such terms and specifying conditions as determined by the address to which the certificates for the shares of Stock are to be mailed Board or the information necessary for Committee, (iii) with the Company to effect an electronic transfer consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of the shares date of Stock. If Mature Shares are used for payment by tender), or (iv) with the Holder, the aggregate Fair Market Value consent of the shares Board or the Committee, any combination of Stock (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered must be equal in payment for a period of at least six months prior to or less than the aggregate exercise price date of the shares of Stock being purchased upon exercise of the Option. Such notice of exercise, and any difference must be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and accompanied by such payment, the Company shall deliver the number of shares of Stock with respect to which the Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when the transfer agent of the Company shall have deposited the certificates in the United States mail, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares delivered to the Company for at its principal business office or such other office as the exercise price pursuant Committee may from time to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferabletime direct, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company shall be in such form, containing such further provisions consistent with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion provisions of the shares of Stock acquired upon exercise of Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option and remit to the Company a sufficient portion of the sale proceeds to pay the exercise price and any applicable tax withholding resulting from such exercise. An Option may not granted hereunder be exercised for a fraction of a Common Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance.

Exercise of Options. Each Option Agreement shall provide that Options shall be exercised by the delivery of delivering a written notice of exercise to the Company setting forth Company. Each such notice shall state the number of shares of Common Stock with respect to which the Option is being exercised and shall be signed by the person (or persons) exercising the Option and, in the event the Option is being exercised by any person other than the Grantee, shall be accompanied by proof, satisfactory to counsel for the Company, of the right of such person to exercise the Option. The exercise price for each Option shall be exercisedpaid in full for the number of shares of Common Stock specified in the notice by a certified or cashier's check or by transfer to the Company of shares of Common Stock valued for this purpose at their Fair Market Value, together with: (a) cashor a combination of both. In addition, in the event that the Option being exercised is a Nonqualified Stock Option, a certified checkor cashier's check in full payment of the aggregate amount of any federal, a bank draft state or a postal or express money order payable local withholding taxes, if any, attributable to the order transfer of the Company for an amount equal stock pursuant to the exercise price under of the Option, (b) Mature Shares with a Fair Market Value on the Option must accompany such notice. The date of exercise equal of an Option shall be the date on which written notice of exercise shall have been delivered to the Company, but the exercise price under of an Option shall not be effective until the optionperson (or persons) exercising the Option shall have complied with all the provisions of the Option Agreement governing the exercise of the Option. The Company shall deliver as soon as practicable after receipt of notice and payment, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, any other form of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Common Stock are subject to the Option. No one shall be deemed to be mailed the holder of any shares of Common Stock subject to an Option, or the information necessary have any other rights as a stockholder, unless and until certificates for the Company to effect an electronic transfer of the shares of Stock. If Mature Shares such Common Stock are used for payment by the Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal issued to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and payment, the Company shall deliver the number of shares of Stock with respect to which the Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when the transfer agent of the Company shall have deposited the certificates in the United States mail, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion of the shares of Stock acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the exercise price and any applicable tax withholding resulting from such exercise. An Option may not be exercised for a fraction of a Common Shareperson.

Exercise of Options. Each Vested and exercisable Options may be exercised, in whole or in part, by notifying the Company’s stock plan administrator (which notice may be electronic or telephonic) (the “Exercise Notice”) no later than the close of business on the trading date on which Grantee expects to exercise the Options (the “Exercise Date”), specifying the number of Options being exercised (the “Exercise Shares”), the Exercise Date and the time of exercise or through such other procedure as may be established by the Committee from time to time. Unless otherwise specified by Grantee in the Exercise Notice, the Option shall be exercised by the delivery of written notice to the Company setting forth the number of shares of Stock with respect to which the Option is to be exercised“net settled,” such that, together with: (a) cash, a certified check, a bank draft or a postal or express money order payable to the order of the Company for an amount equal to the exercise price under the Option, (b) Mature Shares with a Fair Market Value on the date of exercise equal to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, any other form of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer of the shares of Stock. If Mature Shares are used for payment by the Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and paymentOptions, the Company Grantee shall deliver be entitled to receive a number of Shares (the “Net Shares”) equal to the Spread, if any, determined at the time of exercise. The “Spread” is equal to the quotient obtained by dividing x by y, where: x = the number of shares Exercise Shares multiplied by the excess, if any, of (A) the last reported trading price for a Share on the New York Stock Exchange immediately prior to the time of exercise on the Exercise Date (the “Share Value”) over (B) the Exercise Price, and y = the Share Value. No fractional Share shall be issued to make any payment with respect to which the Option has been exercisedOptions; if any fractional Share would be issuable, issued as designated the number of Net Shares payable to Grantee shall be rounded down to the next whole number of Shares (no payment of cash, Shares or other consideration shall be made with respect to any fractional share). In the alternative, if specified by Grantee in the Exercise Notice and permitted pursuant to the policies adopted by the Holder. Delivery Committee from time to time as in effect on the Exercise Date, payment of the shares of Stock shall Exercise Price for the Exercise Shares may be deemed effected for all purposes when the transfer agent of the Company shall have deposited the certificates in the United States mail, to the address specified made by the Holder, or when the shares have been transferred electronically as designated Grantee (i) by the Holder. In lieu of tendering the Mature Shares payment to the Company for the exercise price pursuant to of cash or other readily available funds (b) above, the Company may, in its sole discretion, accept documentation provided as determined by the Holder that Company) prior to the Holder owns time of exercise or (ii) by means of consideration delivered under any broker-assisted cashless exercise procedure approved by the Mature Shares necessary for exercise and would be able Committee from time to deliver them time, including authorizing a broker acceptable to the Company if requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion sufficient number of the shares of Stock acquired upon exercise of the Option Shares owed by Grantee (including Exercise Shares) and timely remit to the Company a sufficient portion of the sale proceeds to pay the exercise price Exercise Price. The Company may require Grantee to furnish or execute any other documents that the Company reasonably deems necessary (i) to evidence the exercise, (ii) to determine whether registration is then required under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and (iii) to comply with or satisfy the requirements of the Securities Act, applicable state or non-U.S. securities laws or any other law. Delivery: As soon as reasonably practicable following the Company’s determination that the Options have been validly exercised, the Company will issue the relevant number of Shares to be allocated to Grantee, subject to satisfaction of applicable tax withholding resulting from such exercise. An Option may not in accordance with Section 12(d)(i) of the Plan; provided, however, that the Fair Market Value for each Share withheld to cover taxes (if applicable) shall be exercised for a fraction of a Common Sharethe Share Value (as defined above).

Exercise of Options. Each An Optionee may exercise such optionee's Option shall be exercised by the delivery of written notice delivering to the Company setting forth a written notice stating (i) that such optionee wishes to exercise such Option on the date such notice is so delivered, (ii) the number of shares of Stock stock with respect to which the Option is to be exercisedexercised and (iii) the address to which the certificate representing such shares of stock should be mailed. In order to be effective, together with: such written notice shall be accompanied by (ai) cash, payment of the Option Price of such shares of stock and (ii) payment of an amount of money necessary to satisfy any withholding tax liability that may result from the exercise of such Option. Each such payment shall be made by cashier's check drawn on a certified check, a bank draft or a postal or express money order national banking association and payable to the order of the Company for an amount equal to the exercise price under the Option, (b) Mature Shares with a Fair Market Value on the date of exercise equal to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer in United States dollars or (d) except as specified below, any other form of payment which is check acceptable to the Committee. If, at the time of receipt by the Company of such written notice, (i) the Company has unrestricted surplus in an amount not less than the Option Price of such shares of stock, (ii) all accrued cumulative preferential dividends and other current preferential dividends on all outstanding shares of preferred stock of the Company have been fully paid, (iii) the acquisition by the Company of its own shares of stock for the purpose of enabling such optionee to exercise such Option is otherwise permitted by applicable law and without any vote or consent of any stockholder of the Company, and specifying (iv) there shall have been adopted, and there shall be in full force and effect, a resolution of the address to which Board of Directors of the certificates for Company authorizing the acquisition by the Company of its own shares of Stock are stock for such purpose, then such optionee may deliver to be mailed or the information necessary for Company, in payment of the Company to effect an electronic transfer Option Price of the shares of Stock. If Mature Shares are used for payment by stock with respect to which such Option is exercised, (x) certificates registered in the Holder, the aggregate Fair Market Value name of the such optionee that represent a number of shares of Stock tendered must be equal to or less than the aggregate exercise price stock legally and beneficially owned by such optionee (free of the shares all liens, claims and encumbrances of Stock being purchased upon exercise of the Option, every kind) and any difference must be paid pursuant to (a) above. having a Fair As promptly as practicable after the receipt by the Company of (i) such written notification and notice from the optionee, (ii) payment, in the Company shall deliver form required by the foregoing provisions of this Paragraph F, of the Option Price of the shares of stock with respect to which such Option is to be exercised, and (iii) payment, if required, in the form required by the foregoing provisions of this Paragraph F, of an amount necessary to satisfy any withholding tax liability that may result from the exercise of such Option, a certificate representing the number of shares of Stock stock with respect to which the such Option has been so exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when the transfer agent of the Company shall have deposited the certificates in the United States mailreduced, to the address specified extent applicable by the Holder, or when the number of shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable retained by the Company to pay any required withholding tax, such certificate to be registered in the name of such optionee, provided that such delivery shall be considered to have been made when such certificate shall have been mailed, postage prepaid, to such optionee at the address specified for this purpose. The delivery of certificates upon such purpose in such written notice from the exercise of Options is subject optionee to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion of the shares of Stock acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the exercise price and any applicable tax withholding resulting from such exercise. An Option may not be exercised for a fraction of a Common ShareCompany.

Exercise of Options. Each The Option may be exercised by written notice to the Chief Executive Officer of the Company at the Company's principal office. Such notice shall state the election to exercise the Option and the number of shares in respect of which it shall be exercised, and shall be signed by the Grantee or his "Permitted Assigns," in accordance with Paragraph 6 below. In the event that the Option shall be exercised pursuant to paragraph 6 hereof by any person other than the Grantee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option, as may be reasonably required by the Company and its counsel. The notice of exercise shall be accompanied by payment of the full purchase price of the Shares being purchased in cash or cash equivalents. The Grantee shall have the right to instruct the Company to withhold a portion of the Option shares to meet the obligations for tax withholding upon exercise of the Option or pay cash to satisfy such tax withholding obligations. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the Grantee or his Permitted Assigns and shall be delivered, as provided above, to or upon the written order of the person or persons exercising the Option as soon as practicable (except as otherwise provided below in this paragraph 5) after the due and proper exercise of the Option. The holder of the Option shall not have any rights of a stockholder with respect to the shares covered by the Option unless and until the certificate or certificates for such shares shall have been issued and delivered. It is expressly understood that, notwithstanding anything contained in this Agreement to the contrary, (1) the time for the delivery of written notice to the certificate or certificates of Common Stock may be postponed by the Company setting forth for such period as may be required by the Company to comply with any listing requirements of any national securities exchange or to comply with any applicable State or Federal law, and (2) the Company shall not be obligated to sell, issue or deliver any shares as to which the option or any part thereof shall have been exercised unless such shares are at that time effectively registered or exempt from registration under the Securities Act of 1933, as amended. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. The Company has reserved for issuance out of the authorized capital stock of the Company a number of shares of the Company's common stock equal to the number of shares of Stock with respect to which the Option is to be exercised, together with: (a) cash, a certified check, a bank draft or a postal or express money order payable to Company's common stock issuable upon the order of the Company for an amount equal to the exercise price under the Option, (b) Mature Shares with a Fair Market Value on the date of exercise equal to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, any other form of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer of the shares of Stock. If Mature Shares are used for payment by the Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and payment, the Company shall deliver the number of shares of Stock with respect to which the Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when the transfer agent of the Company shall have deposited the certificates in the United States mail, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion of the shares of Stock acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the exercise price and any applicable tax withholding resulting from such exercise. An Option may not be exercised for a fraction of a Common Share.

Exercise of Options. Each An Option shall be exercised by exercisable, in whole or in part, only within the delivery of written notice to period specified in the Company setting forth the number of shares of Stock with respect to which the Option is to be exercised, together with: (a) cash, a certified check, a bank draft or a postal or express money order payable to the order of the Company for an amount equal to the exercise price under the Option, (b) Mature Shares with a Fair Market Value on the date of exercise equal to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, any other form of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer of the shares of Stock. If Mature Shares are used for payment by the Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise grant of the Option, and which period shall not extend beyond the date ten (10) years after the date of the grant. In addition, no Option granted to a Participant under this Plan shall be exercisable while there is outstanding (as defined in IRC ss.422A(c)(7)) any difference must be paid pursuant other Option which was granted to (a) abovesuch Participant prior to the granting of such Option. As promptly as practicable after receipt of written notification and payment, A Participant shall exercise an Option by delivering to the Company shall deliver written notice which states such intention and the number of shares of Stock with respect Shares to which the Option has been exercised, issued as designated be acquired thereby and by the Holder. Delivery of the shares of Stock shall be deemed effected making payment for all purposes when the transfer agent of the Company shall have deposited the certificates in the United States mail, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature such Shares to the Company for the exercise price pursuant to (b) above, the Company may, in at its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Sharesprincipal office. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon Upon the exercise of an Option by authorizing a third-party broker Participant in compliance with the provisions of this paragraph, and upon receipt by the Company of payment for the Shares acquired under such Option, the Company shall deliver or cause to sell all be delivered to such Participant a certificate or a portion certificates registered in the name of such Participant for the shares number of Stock acquired upon Shares to be issued pursuant to the exercise of the Option and remit Option; provided, however, that in no event shall any Shares be issued pursuant to the Company exercise of an Option until full payment therefor shall have been made by cash or certified check, and the Participant shall not exercise any rights with respect to such Shares until they have been issued. Notwithstanding the foregoing, in lieu of payment for the Shares by cash or certified check, the Compensation Committee may, in its absolute discretion, permit payment for the Shares to be made by any other method it deems acceptable and which still meets the requirements of IRC Section 422 and is in compliance with Kansas law. Upon the delivery of a sufficient portion Share certificate pursuant to the exercise of an Option by a Participant in compliance with the provisions hereof, a notation shall be made on the back of the sale proceeds to pay grant of Option which was exercised in whole or in part indicating the exercise number of Shares acquired, the date of acquisition, and the total purchase price paid. Such notation shall be initialed by the Participant and any applicable tax withholding resulting from by the President of the Company at the closing of such exercisesale. An PARTIAL EXERCISE OF OPTIONS Except as otherwise specifically provided herein, an Option may not be exercised for in part by a fraction Participant only upon the following conditions: * Only one (1) partial exercise of a Common Sharean Option may be made by each Participant during any calendar quarter; and * Each partial exercise of any Option must result in the acquisition of at least 600 Shares.

Exercise of Options. Each An Option shall be exercised by exercisable, in whole or in part, only within the delivery of written notice to period specified in the Company setting forth the number of shares of Stock with respect to which the Option is to be exercised, together with: (a) cash, a certified check, a bank draft or a postal or express money order payable to the order of the Company for an amount equal to the exercise price under the Option, (b) Mature Shares with a Fair Market Value on the date of exercise equal to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, any other form of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer of the shares of Stock. If Mature Shares are used for payment by the Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise grant of the Option, and which period shall not extend beyond the date ten (10) years after the date of the grant. In addition, no Option granted to a Participant under this Plan shall be exercisable while there is outstanding (as defined in IRC ss.422A(c)(7)) any difference must be paid pursuant other Option which was granted to (a) abovesuch Participant prior to the granting of such Option. As promptly as practicable after receipt of written notification and payment, A Participant shall exercise an Option by delivering to the Company shall deliver written notice which states such intention and the number of shares of Stock with respect Shares to which the Option has been exercised, issued as designated be acquired thereby and by the Holder. Delivery of the shares of Stock shall be deemed effected making payment for all purposes when the transfer agent of the Company shall have deposited the certificates in the United States mail, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature such Shares to the Company for the exercise price pursuant to (b) above, the Company may, in at its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Sharesprincipal office. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon Upon the exercise of an Option by authorizing a third-party broker Participant in compliance with the provisions of this paragraph, and upon receipt by the Company of payment for the Shares acquired under such Option, the Company shall deliver or cause to sell all be delivered to such Participant a certificate or a portion certificates registered in the name of such Participant for the shares number of Stock acquired upon Shares to be issued pursuant to the exercise of the Option and remit Option; provided, however, that in no event shall any Shares be issued pursuant to the Company exercise of an Option until full payment therefor shall have been made by cash or certified check, and the Participant shall not exercise any rights with respect to such Shares until they have been issued. Notwithstanding the foregoing, in lieu of payment for the Shares by cash or certified check, the Compensation Committee may, in its absolute discretion, permit payment for the Shares to be made by any other method it deems acceptable and which still meets the requirements of IRC Section 422 and is in compliance with Kansas law. Upon the delivery of a sufficient portion Share certificate pursuant to the exercise of an Option by a Participant in compliance with the provisions hereof, a notation shall be made on the back of the sale proceeds to pay grant of Option which was exercised in whole or in part indicating the exercise number of Shares acquired, the date of acquisition, and the total purchase price paid. Such notation shall be initialed by the Participant and any applicable tax withholding resulting from by the President of the Company at the closing of such exercisesale. An PARTIAL EXERCISE OF OPTIONS Except as otherwise specifically provided herein, an Option may not be exercised for in part by a fraction Participant only upon the following conditions: - Only one (1) partial exercise of a Common Sharean Option may be made by each Participant during any calendar quarter; and - Each partial exercise of any Option must result in the acquisition of at least 600 Shares.

Exercise of Options. Each During the Exercise Period, each Holder may, subject to the terms of this Agreement, exercise from time to time some or all of the Options evidenced by its Option Certificate(s) by (i) surrendering to the Seller such Option Certificate(s) with the form of notice attached thereto duly filled in and signed, which signature shall be exercised guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule of the delivery Securities Exchange Act of written notice 1934, and (ii) paying to the Company setting forth Seller the aggregate Exercise Price for the number of shares Option Shares in respect of Stock with respect which such Options are exercised. Options shall be deemed exercised on the date such Option Certificate(s) are surrendered to which the Option Seller and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made by cash, check, wire transfer of immediately available funds or other legal tender to the Seller. All payments required to be exercisedmade hereunder shall be made in lawful money of the United States of America. Upon the exercise of any Options in accordance with this Agreement, together with: (a) cashthe Seller shall cause the Transfer Agent of Sanguine Corporation, a certified checkon the Seller’s behalf, a bank draft to issue and deliver with all reasonable dispatch, to or a postal or express money order payable to upon the written order of the Company for an amount equal to Holder and in such name or names as the exercise price under the OptionHolder may designate, (b) Mature Shares with a Fair Market Value on the date of exercise equal to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer certificate or (d) except as specified below, any other form of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer of the shares of Stock. If Mature Shares are used for payment by the Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and payment, the Company shall deliver the number of shares of Stock with respect to which the full Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when the transfer agent of the Company shall have deposited the certificates in the United States mail, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates issuable upon the exercise of such Options is subject and shall take such other actions or cause the Transfer Agent of Sanguine Corporation to take such other actions at the condition that Seller’s sole expense as are necessary to complete the person exercising exercise of the Option provide the Company Options (including, without limitation, payment of any cash with the information the Company might reasonably request pertaining respect to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(sfractional interests). The Company may permit certificate or certificates representing such Option Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder to elect to pay the exercise price upon the exercise holder of an record of such Option by authorizing a third-party broker to sell all or a portion Shares as of the shares of Stock acquired upon exercise date the Options are exercised hereunder. In the event that less than all of the Options evidenced by a Option Certificate are exercised, the Holder thereof shall be entitled to receive a new Option Certificate or Certificates as specified by such Holder evidencing the remaining Option or Options, and remit the Option Agent is hereby irrevocably authorized by the Seller to countersign, issue and deliver the required new Option Certificate or Certificates evidencing such remaining Option or Options pursuant to the Company a sufficient portion provisions of the sale proceeds to pay the exercise price and any applicable tax withholding resulting from such exercise. An Option may not be exercised for a fraction of a Common Sharethis Section 2.2.

Exercise of Options. Each (a) The Grantee may exercise the Option shall be exercised by the delivery with respect to all or any part of written notice to the Company setting forth the number of shares Option Shares then exercisable hereunder by giving the Secretary of Stock with respect Company written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is to be exercised, together with: (a) cash, a certified check, a bank draft or a postal or express money order payable to exercised and the order date of the Company for an amount equal to the exercise price under the Option, thereof. (b) Mature Full payment (in U.S. dollars) by the Grantee of the option price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of exercise in cash, or, with a the prior written consent of the Committee, in whole or in part through the surrender of previously acquired shares of Stock at their Fair Market Value on the exercise date. On the exercise date of exercise equal specified in the Grantee's notice or as soon thereafter as is practicable, Company shall cause to be delivered to the exercise price Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as Company may elect) upon full payment for such Option Shares. The obligation of Company to deliver Stock shall, however, be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Option or the Option Shares upon any securities exchange or under any state or federal law, or the optionconsent or approval of any governmental regulatory body, (c) an election to make is necessary or desirable as a cashless exercise through a registered broker-dealer condition of, or (d) except as specified belowin connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any other form of payment which is conditions not acceptable to the Committee; provided, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for that the Company and the Committee shall at all times be obligated to effect an electronic transfer use their best efforts to obtain such listing, registration, qualification, consent or approval as soon as possible and without any conditions unacceptable to the Committee. (c) The date specified in the Grantee's notice as the date of exercise shall be deemed the shares date of Stock. If Mature Shares are used for payment by the Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and payment, the Company shall deliver the number of shares of Stock with respect to which provided that payment in full for the Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall Shares to be deemed effected for all purposes when the transfer agent of the Company purchased upon such exercise shall have deposited the certificates in the United States mail, to the address specified been received by the Holder, or when the shares have been transferred electronically as designated by the Holdersuch date. In lieu of tendering the Mature Shares to the Company for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion of the shares of Stock acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the exercise price and any applicable tax withholding resulting from such exercise. An Option may not be exercised for a fraction of a Common Share5.

Exercise of Options. Each Option No option shall be exercised by exercisable until all necessary regulatory and shareholder approvals of the delivery Plan are obtained. Except as otherwise provided in this section, each option shall be exercisable in such installments, which need not be equal, and upon such contingencies as the Board shall determine; provided, however, that if an optionee shall not in any given installment period purchase all of written notice the shares which the optionee is entitled to purchase in such installment period, the Company setting forth optionee's right to purchase any shares not purchased in such installment period shall continue until expiration or termination of such option. Notwithstanding the foregoing, the options shall vest at the rate of at least 20% per year over a five year period from the date the option is granted. Fractional share interests shall be disregarded, except that they may be accumulated. Not less than ten (10) shares may be purchased at any one time unless the number of shares purchased is the total number of Stock shares which is exercisable at such time. Options may be exercised by written notice delivered to the Company stating the number of shares with respect to which the Option option is to be being exercised, together with: (a) cash, a certified check, a bank draft or a postal or express money order payable to with the order full purchase price for such shares. Payment of the Company option price in full, for an amount equal to the exercise price under the Option, (b) Mature Shares with a Fair Market Value on the date of exercise equal to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, any other form of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer of the shares of Stock. If Mature Shares are used for payment by the Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and payment, the Company shall deliver the number of shares of Stock to be delivered, must be made (a) in cash or (b) subject to applicable law, with respect to which the Option has been exercised, issued as designated Company's stock previously acquired by the Holderoptionee and held by the optionee for a period of at least six months. Delivery of Notwithstanding the shares of Stock shall be deemed effected for all purposes when the transfer agent of the Company shall have deposited the certificates foregoing, in the United States mail, to event an optionee who has an incentive stock option does exercise the address specified incentive stock option by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company for the exercise price pursuant to utilizing (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them optionee should obtain tax advice as to the Company if requested consequences of such action. The equivalent dollar value of shares used to effect a purchase shall be the fair market value of the shares on the date of exercise. If the option is being exercised by any person other than the optionee, said notice shall be accompanied by proof, satisfactory to counsel for the Company, in which case of the right of such person to exercise the option; Optionees will have no rights as shareholders with respect to stock of the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to their stock option agreements until the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu date of issuance of physical share certificate(s). The Company may permit a Holder the stock certificate to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion of the shares of Stock acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the exercise price and any applicable tax withholding resulting from such exercise. An Option may not be exercised for a fraction of a Common Sharethem.

Exercise of Options. Each (a) Subject to the terms of this Section and Section 4 hereof, any Option shall evidenced hereby may be exercised by the delivery of written notice Grantee (or, following the Grantee’s death, by the Grantee’s Beneficiary) by completing and delivering to the Company setting the Exercise Notice set forth in the Annex, together with payment in full of the total Exercise Price for all Shares to be purchased upon exercise of such Option. Any Option may be exercised in whole or in part; provided, that, Options may not be exercised for fractional Shares. The Exercise Price shall be payable by (i) money order, cashier’s check or certified check payable to the Company, (ii) subject to the limitations set forth in clause (d) below, by the tender to the Company of Shares, or by the attestation to the ownership of the Shares that otherwise would be tendered to the Company in exchange for the Company’s reducing the number of shares Shares that it issues to the Grantee by the number of Stock with respect Shares necessary for payment in full of the Option price for the Shares so purchased, or more certificates duly endorsed to which the Company evidencing Shares, (iii) a combination of the foregoing, or (iv) except to the extent that the Option is an Option to be exercisedpurchase Restricted Shares, together with: by the Grantee’s (a) cash, a certified check, a bank draft or a postal or express money order payable irrevocable instructions to the order Company to deliver the Shares issuable upon exercise of the Company Option promptly to the broker for an amount equal the Grantee’s account and (b) irrevocable instruction letter to the broker for the Grantee’s account to sell Shares sufficient to pay the exercise price and upon such sale to deliver the exercise price to the Company, provided that at the time of such exercise, such exercise would not subject the Grantee to liability under section 16(b) of the OptionSecurities Exchange Act of 1934, (b) Mature or would be exempt pursuant to Rule 16b-3 promulgated under such Act or any other exemption from such liability. Shares with a tendered in payment of the Exercise Price shall be valued at their Fair Market Value on the date of exercise equal to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, any other form tender. The date of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer of the shares of Stock. If Mature Shares are used for payment by the Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and payment, the Company shall deliver the number of shares of Stock with respect to which the Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when to be the transfer agent of the Company shall have deposited the certificates in the United States mail, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder date that the Holder owns the Mature completed Exercise Notice and total Exercise Price for Shares necessary for exercise and would be able to deliver them to the Company if requested being purchased are received by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion of the shares of Stock acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the exercise price and any applicable tax withholding resulting from such exercise. An Option may not be exercised for a fraction of a Common Share.

Exercise of Options. Each Options that have become vested and exercisable in accordance with this Option shall Agreement and the Plan (“Vested Options”) may be exercised exercised, in whole or in part (but for the purchase of whole Shares only), by the delivery of written notice to the Company setting forth of (i) written or electronic notice, complying with Section 9(b) of the Plan and the applicable procedures established by the Committee or the Company, stating the number of shares Options that are thereby exercised, the Exercise Price, the manner of Stock payment for such Shares and the manner of satisfaction of applicable withholding taxes, (ii) full payment, in accordance with Section 9(a) of the Plan, of the aggregate Exercise Price for the Shares with respect to which the Options are thereby exercised and (iii) evidence of full satisfaction of all requirements of Section 9(c) of the Plan, including the payment of any applicable withholding taxes in any manner set forth in Section 10 of the Plan. The notice shall be signed by the Optionee or any other person then entitled to exercise the Options. Notwithstanding anything in this Option is Agreement or the Plan to the contrary, the Optionee shall, subject to any restrictions set forth in any agreement other than the Option Agreement or the Plan, from and after the Holdings IPO Pricing Date, have the right to satisfy the payment of the applicable aggregate Exercise Price in accordance with Section 9(a)(ii) of the Plan, to the extent applicable, with respect to 90% of each tranche of Vested Options as such Options vest (and such ability to use the “cashless exercise program” shall not be exercisedavailable with respect to the remaining 10% of each such tranche of Vested Options until the date set forth below) (the 90% portion(s) of such tranches of Vested Options that are Vested Options as of the Holdings IPO Pricing Date, together with: the “IPO Options” and each 90% portion of such tranches of Vested Options including the IPO Options, the “Special Exercise Options”). Until the sixth anniversary of the Date of Grant, the Optionee may pay the applicable Exercise Price for the remaining 10% of each tranche of Vested Options (a) cash“Delayed Exercise Options”), a certified checkor any portion thereof, solely in cash (by wire transfer of immediately available funds to a bank draft account of the Company designated by the Company or by delivery of a postal personal or express money order certified check payable to the order Company) and any Shares acquired through the exercise of such Delayed Exercise Options shall be subject to the transfer restrictions set forth in Section 2.1(b) of the Company for an amount equal Management Shareholders Agreement until such sixth anniversary of the Date of Grant (the “Delayed Lapse Date”). For the avoidance of doubt, to the exercise price under the Option, (b) Mature Shares with a Fair Market Value on the date extent that multiple tranches of exercise equal Options have vested and become Vested Options prior to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, any other form of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer consummation of the shares of Stock. If Mature Shares are used for payment by the HolderHoldings IPO Pricing Date, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and payment, the Company shall deliver the number of shares of Stock Exercise Price with respect to which 90% of all such Vested Options may be satisfied through the Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when the transfer agent of the Company shall have deposited the certificates in the United States mail, “cashless exercise program,” to the address specified by extent applicable, from and after the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion of the shares of Stock acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the exercise price and any applicable tax withholding resulting from such exercise. An Option may not be exercised for a fraction of a Common ShareHoldings IPO Pricing Date.”

Exercise of Options. Each An Option shall be deemed exercised by when (i) the delivery of ------------------- Company has received written notice to of such exercise in accordance with the Company setting forth terms of the number Option, (ii) full payment of shares the aggregate option price of Stock with respect the Shares as to which the Option is to be exercisedexercised has been made, together with: and (aiii) cash, a certified check, a bank draft or a postal or express money order payable arrangements that are satisfactory to the order Committee or the Board in its sole discretion have been made for the Optionee's payment to the Company of the Company for an amount equal to the exercise price under the Option, (b) Mature Shares with a Fair Market Value on the date of exercise equal to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, any other form of payment which that is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company or Subsidiary employing the Optionee to effect withhold in accordance with applicable Federal or state tax withholding requirements. The consideration to be paid for the Shares to be issued upon exercise of an electronic transfer Option as well as the method of payment of the shares exercise price and of Stock. If Mature Shares are used for payment any withholding and employment taxes applicable thereto, shall be determined by the Holder, Committee or the aggregate Fair Market Value Board and may in the discretion of the shares Committee or the Board consist of: (1) cash, (2) certified or official bank check, (3) money order, (4) Shares that have been held by the Optionee for at least six (6) months (or such other Shares as the Company determines will not cause the Company to recognize for financial accounting purposes a charge for compensation expense), (5) the withholding of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased Shares issuable upon exercise of the Option, and any difference must be paid (6) pursuant to (a) above. As promptly as practicable after receipt a "cashless exercise" procedure, by delivery of written notification and payment, the Company shall deliver the number of shares of Stock a properly executed exercise notice together with respect to which the Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when the transfer agent of the Company shall have deposited the certificates in the United States mail, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferablesuch other documentation, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to such guidelines, as the condition that Board or the person exercising the Option provide the Company with the information the Company might reasonably request pertaining Committee shall require to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of effect an Option by authorizing a third-party broker to sell all or a portion of the shares of Stock acquired upon exercise of the Option and remit delivery to the Company by a sufficient portion licensed broker acceptable to the Company of proceeds from the sale proceeds of Shares or a margin loan sufficient to pay the exercise price and any applicable income or employment taxes, or (7) in such other consideration as the Committee or the Board deems appropriate, or by a combination of the above. In the case of an Incentive Stock Option, the permissible methods of payment shall be specified at the time the Option is granted. The Committee or the Board in its sole discretion may accept a personal check in full or partial payment of any Shares. If the exercise price is paid, and/or the Optionee's tax withholding resulting from obligation is satisfied, in whole or in part with Shares, or through the withholding of Shares issuable upon exercise of the Option, the value of the Shares surrendered or withheld shall be their Fair Market Value on the date the Option is exercised. The Committee or the Board in its sole discretion may, on an individual basis or pursuant to a general program established in connection with this Plan, cause the Company to lend money to an Optionee, guarantee a loan to an Optionee, or otherwise assist an Optionee to obtain the cash necessary to exercise all or a portion of an Option granted hereunder or to pay any tax liability of the Optionee attributable to such exercise. An If the exercise price is paid in whole or part with Optionee's promissory note, such note shall (i) provide for full recourse to the maker, (ii) be collateralized by the pledge of the Shares that the Optionee purchases upon exercise of the Option, (iii) bear interest at the prime rate of the Company's principal lender, and (iv) contain such other terms as the Committee or the Board in its sole discretion shall reasonably require. No Optionee shall be deemed to be a holder of any Shares subject to an Option may not unless and until a stock certificate or certificates for those Shares are issued to that person(s) under the terms of this Plan. No adjustment shall be exercised made for a fraction of a Common Sharedividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date the stock certificate is issued, except as expressly provided in Section 10 hereof.

Exercise of Options. Each Should any Participant propose to exercise an Option shall be exercised by the delivery of written notice to the Company setting forth the number of shares of Stock with respect to which the Option is to be exercised, together with: (a) cash, a certified check, a bank draft some or a postal or express money order payable to the order all of the Company lands covered thereby, such Participant shall notify the other Participants owning an interest in such Option in the same manner as provided for an amount equal to the exercise price under the Option, (b) Mature Shares with a Fair Market Value on the date of exercise equal to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, any other form of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer of the shares of Stock. If Mature Shares are used for payment by the Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and payment, the Company shall deliver the number of shares of Stock in Section 3.3 above with respect to which acquisitions of Acquired Interests, and each Participant owning an interest in the Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when the transfer agent of the Company shall have deposited the certificates elect to participate or to not participate in the United States mail, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject such Option in the same manner as provided in Sections 3.3 and 3.4 with respect to elections to participate or to not participate in the condition that acquisition of Acquired Interests and the person exercising Participant proposing the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion of the shares of Stock acquired upon exercise of the Option shall be deemed to be the "Acquiring Party" under those Sections. The effect of a Participant's election to participate in such an exercise of an Option, and remit the payment of costs and the ownership of interests in the Leases acquired pursuant to such exercise, shall be handled in the same manner as provided in Sections 3.3 and 3.4 with respect to elections to participate or not participate in acquisitions of Acquired Interests. Notwithstanding the foregoing, should any Participant having the right to participate in such exercise furnish notice (within the time provided for written notice with respect to such an election) to the Company a sufficient portion Acquiring Party that it wishes to defer exercise of such Option, and should it be possible under the terms of the sale proceeds Option to pay defer such exercise without any loss of costs or rights, the Acquiring Party shall withdraw its proposal to exercise such Option. Notwithstanding anything to the contrary contained herein, if a Participant has not elected to participate in the acquisition of an acquired Option as provided in Section 3.4, such Participant shall not have the right to participate in the exercise price of such Option and any applicable tax withholding shall own no interest in the Leases resulting from the exercise of such exerciseOption. An Geophysical Exploration Agreement Southwest Danbury Project 8 9 Section 3.6. Election as to Participation in Maintenance or Extension Costs. In the event maintenance or extension costs are incurred with respect to a Permit, Lease, Option may or Farm-In, each Participant that owns an Ownership Interest in such Lease, Option or Farm-In shall have the right to elect whether to participate in such maintenance or extension cost for the Lease, Option or Farm-In utilizing the same procedures set forth in Sections 3.3 and 3.4 above for Acquired Interests; provided, however, that in the event that a Participant elects not be exercised for to participate in a fraction maintenance or extension cost, such Participant shall, subject to the rights of a Common ShareApache under the Apache Agreement, promptly relinquish and assign to the Participants participating in such maintenance or extension cost (in proportion to their relative Ownership Interests) all of such non-participating Participant's Ownership Interest in the interests in the Lease, Option or Farm-In that would have been relinquished or lost if the maintenance or extension cost had not been paid.

Exercise of Options. Each The Option shall may be exercised by the delivery of written notice to the Company setting forth at its principal office. Such notice shall state the election to exercise the Option and the number of shares in respect of which it shall be exercised, and shall be signed by the person (including, for purposes of this Agreement, any entity) exercising the Option. In the event that the Option shall be exercised pursuant to paragraph 6 hereof by any person other than the Grantee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option, as may be reasonably required by the Company and its counsel. The notice of exercise shall be accompanied by payment of the full purchase price of the Shares being purchased in cash. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the Grantee or his permitted assigns in accordance with paragraph 6 below and shall be delivered, as provided above, to or upon the written order of the Grantee or such permitted assigns as soon as practicable (except as otherwise provided below in this paragraph 5) after the due and proper exercise of the Option. The holder of the Option shall not have any rights of a stockholder with respect to the shares covered by the Option unless and until the certificate or certificates for such shares shall have been issued and delivered. It is expressly understood that, notwithstanding anything contained in this Agreement to the contrary, (1) the time for the delivery of the certificate or certificates of Common Stock may be postponed by the Company for such period as may be required by the Company to comply with any listing requirements of any national securities exchange or to comply with any applicable State or Federal law, and (2) the Company shall not be obligated to sell, issue or deliver any shares as to which the option or any part thereof shall have been exercised unless such shares are at that time effectively registered or exempt from registration under the Securities Act of 1933, as amended. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. The Company has reserved for issuance out of the authorized capital stock of the Company a number of shares of the Company's common stock equal to the number of shares of Stock with respect to which the Option is to be exercised, together with: (a) cash, a certified check, a bank draft or a postal or express money order payable to Company's common stock issuable upon the order of the Company for an amount equal to the exercise price under the Option, (b) Mature Shares with a Fair Market Value on the date of exercise equal to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, any other form of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer of the shares of Stock. If Mature Shares are used for payment by the Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and payment, the Company shall deliver the number of shares of Stock with respect to which the Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when the transfer agent of the Company shall have deposited the certificates in the United States mail, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion of the shares of Stock acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the exercise price and any applicable tax withholding resulting from such exercise. An Option may not be exercised for a fraction of a Common Share.

Exercise of Options. Each Option The decision of whether and when to exercise all or any portion of the Options shall be exercised made solely by WPM, and neither COM, COM's attorney-in-fact, Digital Radio nor any of COM's Affiliates shall have any discretion as to whether and when the delivery Options shall be exercised, nor shall they have any disclosure obligations or obligations to advise WPM regarding her decision to exercise or the timing of such exercise, except as provided in Section 9.1. If WPM decides not to exercise all or any portion of such Options she will notify COM as soon as reasonably possible for her to do so and, in any event, she will notify COM no later than ten (10) days before the stated expiration date of such Options of her irrevocable decision not to exercise any or all of such Options (the "Rejected Options"), and in such case, COM, or at his election Digital Radio, shall have the right to exercise any such Rejected Options on his or its own behalf free and clear of any claim of WPM to the shares purchased and WPM will have no further right or interest in such Rejected Options or portion thereof or any security purchased upon their exercise. Upon receipt of written notice of WPM's decision to exercise any Option, Digital Radio shall exercise such Option on behalf of and for the Company setting forth benefit of WPM. WPM's written notice of exercise shall be addressed and delivered to Digital Radio's attorney-in-fact for purposes of exercising any Option, who shall be C. Jamex Xxxxxx (xx his successor as may be named by Digital Radio), 2300 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 (xx such other address as Digital Radio may from time to time designate by written notice to WPM). In such notice WPM shall state the option grant, the number of shares of Stock with respect to which the Option is to be exercised, together with: (a) cash, a certified check, a bank draft or a postal or express money order payable to the order of the Company for an amount equal to the exercise price purchased under the Option, (b) Mature Shares with a Fair Market Value on said grant and the date of exercise equal exercise. No later than three (3) days prior to the time payment for exercise is due from Digital Radio, WPM shall deliver to Digital Radio's attorney-in-fact the full exercise price under (and pro rata related transaction costs) for such Options being exercised in cash, certified check or cashier's check or by wire transfer; provided, however, that COM and Digital Radio will, at WPM's request, cooperate with WPM in enabling her to exercise the option, (c) an election to make a cashless exercise through a registered broker-dealer Options concurrently with her obtaining financing or (d) except as specified below, any other form of payment which is acceptable to at the Committee, same time and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer of the shares of Stock. If Mature Shares are used for payment by the Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and payment, the Company shall deliver the number of shares of Stock with respect to which the Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when the transfer agent of the Company shall have deposited the certificates in the United States mailsame way as COM or Digital Radio does, to the address specified by the Holder, if either of such entities or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be WPM is able to deliver them arrange financing that enables COM or Digital Radio or WPM to the Company if requested by the Company, exercise their or her options using funds borrowed from a third party and secured in which case the Company will deliver only the Net Shares. The Company shall have sole discretion whole or in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable part by the Company for this purpose. The delivery of certificates stock purchased upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion of the shares of Stock acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the exercise price and any applicable tax withholding resulting from such exercise. An Option may not be exercised for a fraction of a Common ShareSee also Section 9.5 hereto.

Exercise of Options. Each Option option granted under the Plan shall become exercisable and the total number of shares subject thereto shall be exercised by purchasable, in a lump sum or in such installments, which need not be equal, as the delivery Committee shall determine; provided, however, that each option shall become exercisable as to at least 10% of written notice the shares of Common Stock covered thereby on each anniversary of the date such option is granted; and provided, further, that if the holder of an option shall not in any given installment period purchase all of the shares which such holder is entitled to purchase in such installment period, such holder's right to purchase any shares not purchased in such installment period shall continue until the Company setting forth expiration or sooner termination of such holder's option. The Committee may, at any time after grant of the option and from time to time, increase the number of shares purchasable in any installment, subject to the total number of shares subject to the option and the limitations set forth in Section 2.5. At any time and from time to time prior to the time when any exercisable option or exercisable portion thereof become unexercisable under the Plan or the applicable Stock Option Agreement, such option, or portion thereof may be exercised in whole or in part; provided, however, that the Committee may, by the terms of the option, require any partial exercise to be with respect to which a specified minimum number of shares. No option or installment thereof shall be exercisable except with respect to whole shares. Fractional share interests shall be disregarded, except that they may be accumulated as provided above and except that if such a fractional share interest constitutes the Option is total shares of Common Stock remaining available for purchase under an option at the time of exercise, the optionee shall be entitled to be exercised, together with: (a) cash, receive on exercise a certified check, a or bank draft or a postal or express money order payable to the order of the Company for cashier's check in an amount equal to the exercise price under the Option, (b) Mature Shares with a Fair Market Value on the date of exercise equal to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, any other form of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer of the shares of Stock. If Mature Shares are used for payment by the Holder, the aggregate Fair Market Value of the shares such fractional share of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and payment, the Company shall deliver the number of shares of Stock with respect to which the Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when the transfer agent of the Company shall have deposited the certificates in the United States mail, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion of the shares of Stock acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the exercise price and any applicable tax withholding resulting from such exercise. An Option may not be exercised for a fraction of a Common Sharestock.

Exercise of Options. Each (a) Subject to the terms of this Section and Section 4 hereof, any Option shall evidenced hereby may be exercised by the delivery of written notice Grantee (or, following the Grantee’s death, by the Grantee’s Beneficiary) by completing and delivering to the Company setting the Exercise Notice set forth in the Annex, together with payment in full of the total Exercise Price for all Shares to be purchased upon exercise of such Option. Any Option may be exercised in whole or in part; provided, that, Options may not be exercised for fractional Shares. The Exercise Price shall be payable by (i) money order, cashier’s check or certified check payable to the Company, (ii) subject to the limitations set forth in clause (d) below and to the receipt by the Grantee of the Company’s prior written consent, by the tender to the Company of Shares, or by the attestation to the ownership of the Shares that otherwise would be tendered to the Company in exchange for the Company’s reducing the number of shares Shares that it issues to the Grantee by the number of Stock with respect Shares necessary for payment in full of the Option price for the Shares so purchased, or more certificates duly endorsed to which the Company evidencing Shares, provided, however, that the Company may refuse to accept Shares tendered in payment of the Exercise Price in its sole and absolute discretion, (iii) a combination of the foregoing, or (iv) except to the extent that the Option is an Option to be exercisedpurchase Restricted Shares, together with: by the Grantee’s (a) cash, a certified check, a bank draft or a postal or express money order payable irrevocable instructions to the order Company to deliver the Shares issuable upon exercise of the Company Option promptly to the broker for an amount equal the Grantee’s account and (b) irrevocable instruction letter to the broker for the Grantee’s account to sell Shares sufficient to pay the exercise price and upon such sale to deliver the exercise price to the Company, provided that at the time of such exercise, such exercise would not subject the Grantee to liability under section 16(b) of the OptionSecurities Exchange Act of 1934, (b) Mature or would be exempt pursuant to Rule 16b-3 promulgated under such Act or any other exemption from such liability. Shares with a tendered in payment of the Exercise Price shall be valued at their Fair Market Value on the date of exercise equal to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, any other form tender. The date of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer of the shares of Stock. If Mature Shares are used for payment by the Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and payment, the Company shall deliver the number of shares of Stock with respect to which the Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when to be the transfer agent of the Company shall have deposited the certificates in the United States mail, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder date that the Holder owns the Mature completed Exercise Notice and total Exercise Price for Shares necessary for exercise and would be able to deliver them to the Company if requested being purchased are received by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion of the shares of Stock acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the exercise price and any applicable tax withholding resulting from such exercise. An Option may not be exercised for a fraction of a Common Share.

Exercise of Options. Each Payment of the purchase price of the shares of Common Stock subject to this Option shall may be made (i) in any combination of cash or whole shares of Common Stock already owned by the Optionee or (ii) in shares of Common Stock withheld by the Company from the shares of Common Stock otherwise issuable to the Optionee as a result of the exercise of this Option ("cashless exercise"). Subject to the terms and conditions of this Agreement, this Option may be exercised by the delivery of written notice to the Company setting forth at its principal office, attention of the Secretary. Such notice shall (a) state the election to exercise this Option, the number of shares in respect of Stock with respect to which it is being exercised and the manner of payment for such shares and (b) be signed by the person or persons so exercising this Option and, in the event such Option is being exercised pursuant to Paragraph 4 by any person or persons other than the Optionee, accompanied by appropriate proof of the right of such person or persons to exercise this Option. Such notice shall either (i) elect cashless exercise or be exercisedaccompanied by payment of the full purchase price of such shares, together with: in which event the Company shall issue and deliver a certificate or certificates representing such shares as soon as practicable after the notice is received, or (aii) cashfix a date (not more than 10 business days from the date of such notice) for the payment of the full purchase price of such shares at the Company's principal office, against delivery of a certified checkcertificate or certificates representing such shares. Cash payments of such purchase price shall, a bank draft in case of clause (i) or a postal (ii) above, be made by cash or express money order check payable to the order of the Company for an amount equal to the exercise price under the Option, Company. Common Stock payments (b) Mature Shares with a Fair Market Value valued at fair market value on the date of exercise equal exercise, as determined by the Board of Directors of the Company), shall be made by delivery of stock certificates in negotiable form. All cash and Common Stock payments shall, in either case, be delivered to the exercise price under Company at its principal office, attention of the option, (c) an election Secretary. Shares of Common Stock withheld pursuant to make a cashless exercise through election shall be valued at the fair market value on the date of exercise, as determined by the Board of Directors of the Company. If certificates representing Common Stock are used to pay all or part of the purchase price of this Option, a registered broker-dealer or (d) except as specified below, any other form replacement certificate shall be delivered by the Company representing the number of payment which is acceptable to the Committeeshares delivered but not so used, and specifying an additional certificate shall be delivered representing the address additional shares to which the holder of this Option is entitled as a result of the exercise of this Option. The certificate or certificates for the shares of Stock are as to which this Option shall have been so exercised shall be mailed or registered in the information necessary for the Company to effect an electronic transfer name of the person or persons so exercising this Option and shall be delivered as aforesaid to or upon the written order of the person or persons exercising this Option. All shares issued as provided herein will be fully paid and nonassessable. For purposes of Stock. If Mature Shares are used for payment this Paragraph 6, the "fair market value" of a share of stock as of any particular date shall mean the closing sale price of a share of Common Stock on that date as reported by the Holderprincipal national securities exchange on which the Common Stock is listed if the Common Stock is then listed on a national securities exchange, or if the Common Stock is not so listed, the aggregate Fair Market Value average of the shares of Stock tendered must be equal to or less than the aggregate exercise bid and asked price of a share of Common Stock on that date and reported in the shares National Association of Stock being purchased upon exercise Securities Dealers Automated Quotation system; provided that if no such closing price or quotes are so reported on that date or if in the discretion of the Option, and any difference must Committee another means of determining the fair market value of a share of stock at such date shall be paid pursuant to (a) above. As promptly as practicable after receipt of written notification and paymentnecessary or advisable, the Company shall deliver the number Board of shares of Stock with respect to which the Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when the transfer agent Directors of the Company shall have deposited the certificates in the United States mail, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company may provide for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Holder that the Holder owns the Mature Shares necessary another means for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is sole discretion, in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion of the shares of Stock acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the exercise price and any applicable tax withholding resulting from such exercise. An Option may not be exercised for a fraction of a Common Sharefair market value.