Common use of Exercise of Options Clause in Contracts

Exercise of Options. In order to exercise either the Renewal ------------------- Option or the Sale Option with respect to a Lease Supplement, Lessee shall give irrevocable written notice to Lessor not more than 290 days nor less than 270 days prior to the end of the applicable Base Term or Renewal Term (except that, in the case of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee shall be deemed to have chosen the Purchase Option with respect to all of the Lease Supplements. In addition, if no Lease Event of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety (90) days after the date of such notice, specified by Lessee and otherwise in accordance with the provisions of this Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease Supplement.

Exercise of Options. In order The options contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.3. Tenant shall deliver notice (the "Exercise Notice") to exercise either the Renewal ------------------- Option or the Sale Option with respect to a Lease Supplement, Lessee shall give irrevocable written notice to Lessor Landlord not more than 290 days eighteen (18) months nor less than 270 twelve (12) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Base Term Term, (the "Landlord Response Date"), stating that (A) Landlord is [***] Confidential portions of this document have been redacted and filed separately with the Commission. accepting Tenant's Option Rent Calculation as the Market Rent, or Renewal Term (except thatB) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the case of a Renewal Term of less than 270 daysparties shall follow the procedure, such notice Lease and the Market Rent shall be given at the commencement of such Renewal Term), determined as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee shall be deemed to have chosen the Purchase Option with respect to all of the Lease Supplements. In addition, if no Lease Event of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety (90) days after the date of such notice, specified by Lessee and otherwise in accordance with the provisions of this Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in Section 2.2.4. Tenant's failure to timely deliver the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the operation in place-in use of any such Systems subject to such Lease Supplementimmediately preceding sentence.

Exercise of Options. 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 order 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 deemed to be CMCC's CONFIDENTIAL INFORMATION, pursuant to the terms of this Agreement. CELGENE may exercise either the Renewal ------------------- Option or the Sale its Option with respect to a Lease Supplement, Lessee shall give irrevocable any THALIDOMIDE INVENTION at any time during the relevant Option Period by providing written notice to Lessor not more than 290 days nor less than 270 days prior 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 end preparation, filing and prosecution of patent applications directed towards the applicable Base Term or Renewal Term (except that, relevant THALIDOMIDE INVENTION in the case of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required FIELD ("Patent Costs") during the Base Term or a Renewal TermOption Period, Lessee shall be deemed, provided that if CELGENE notifies CMCC in the case of the Base Term and each Renewal Term (other than the Renewal Term writing that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee shall be deemed to have chosen the Purchase it rejects its Option with respect to all of the Lease Supplements. In additionrelevant THALIDOMIDE INVENTION, if no Lease Event of Default CELGENE shall have occurred and then be continuing, Lessee may at no obligation to pay for any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety (90) days Patent Costs incurred after the date receipt of such noticenotice by CMCC. If CELGENE expressly rejects its Option or the Option Period lapses without any such written notice from CELGENE, specified by Lessee then CMCC and otherwise in accordance such THIRD PARTY RESEARCHER shall have no further obligation to CELGENE with the provisions of this Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease Supplementrelevant THALIDOMIDE INVENTION.

Exercise of Options. In order The options contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.3. Tenant shall deliver notice (the "Exercise Notice") to exercise either the Renewal ------------------- Option or the Sale Option with respect to a Lease Supplement, Lessee shall give irrevocable written notice to Lessor Landlord not more than 290 days eighteen (18) months nor less than 270 twelve (12) months prior to the expiration of the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to deliver the Exercise Notice by the date which is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice of such failure (the "Reminder Notice"), in which event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's receipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Base Term Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market Rent, or Renewal Term (except thatB) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant shall deliver written notice to Landlord (the "Tenant Election Notice"), which shall set forth Tenant election to either (i) accept the Market Rent contained in the Landlord's Option [***] Confidential portions of this document have been redacted and filed separately with the Commission. Rent Calculation, or (ii) reject the Market Rent contained in the Landlord's Option Rent Calculation, in which event the case of a Renewal Term of less than 270 daysparties shall follow the procedure, such notice Lease and the Market Rent shall be given at the commencement of such Renewal Term), determined as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee shall be deemed to have chosen the Purchase Option with respect to all of the Lease Supplements. In addition, if no Lease Event of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety (90) days after the date of such notice, specified by Lessee and otherwise in accordance with the provisions of this Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in Section 2.2.4. Tenant's failure to timely deliver the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative (ii) from the operation in place-in use of any such Systems subject to such Lease Supplementimmediately preceding sentence.

Exercise of Options. In order Each Option shall be exercised by the delivery of written notice to exercise either the Renewal ------------------- Option or Company setting forth the Sale Option number of shares of Stock with respect to which the Option is to be exercised, together with: (a) cash, a Lease Supplementcertified check, Lessee shall give irrevocable written notice to Lessor not more than 290 days nor less than 270 days prior a bank draft or a postal or express money order payable to the end order of the applicable Base Term or Renewal Term Company for an amount equal to the exercise price under the Option, (except that, in the case of b) Mature Shares with a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end Fair Market Value on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at 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 either a Renewal Term 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 Sale Option or on information necessary for the last day Company to effect an electronic transfer of the Base Term 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 a Renewal Termless than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, Lessee 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 to have chosen effected for all purposes when the Purchase Option with respect to all transfer agent of the Lease SupplementsCompany 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 additionlieu 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 no Lease Event of Default requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have occurred sole discretion in determining that the shares are Mature Shares and then be continuingthat they are unencumbered, Lessee 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 at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as 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 first Payment Date which is not less than ninety (90) days after the date shares of such notice, specified by Lessee and otherwise in accordance with the provisions of this Section 4.4. Lessee's election (or deemed election) Stock acquired upon exercise of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at and remit to the time it is made or deemed made. Further, an election Company a sufficient portion of the Sale sale proceeds to pay the exercise price and any applicable tax withholding resulting from such exercise. An Option in respect may not be exercised for a fraction of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease SupplementCommon Share.

Exercise of Options. In order No option shall be exercisable until all necessary regulatory and shareholder approvals of the 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 the shares which the optionee is entitled to exercise either purchase in such installment period, the Renewal ------------------- Option optionee's right to purchase any shares not purchased in such installment period shall continue until expiration or termination of such option. Notwithstanding the Sale Option 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 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 a Lease Supplementwhich the option is being exercised, Lessee shall give irrevocable written notice to Lessor not more than 290 days nor less than 270 days prior to together with the end full purchase price for such shares. Payment of the option price in full, for the number of shares to be delivered, must be made (a) in cash or (b) subject to applicable Base Term or Renewal Term (except thatlaw, with the Company's stock previously acquired by the optionee and held by the optionee for a period of at least six months. Notwithstanding the foregoing, in the case event an optionee who has an incentive stock option does exercise the incentive stock option by utilizing (b) above, the optionee should obtain tax advice as to the consequences of such action. The equivalent dollar value of shares used to effect a Renewal Term of less than 270 days, such notice Lease purchase shall be given at the commencement fair market value of such Renewal Term), as the case may be, that Lessee intends to exercise either shares on the Renewal Option or the Sale Option and specifying such optiondate of exercise. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (option is being exercised by any person other than the Renewal Term that would end on April 30optionee, 2002)said notice shall be accompanied by proof, satisfactory to have elected to renew counsel for the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- Company, of the Renewal Term ending April 30, 2002, right of such person to exercise the option; Optionees will have elected no rights as shareholders with respect to stock of the Purchase Option pursuant Company subject to Section 4.2. If a Lease Event of Default exists at their stock option agreements until the date of ----------- election of either a Renewal Term or the Sale Option or on the last day issuance of the Base Term or a Renewal Term, Lessee shall be deemed stock certificate to have chosen the Purchase Option with respect to all of the Lease Supplements. In addition, if no Lease Event of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety (90) days after the date of such notice, specified by Lessee and otherwise in accordance with the provisions of this Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease Supplementthem.

Exercise of Options. In order Each Option may be exercised by Tenant only in accordance with the following procedure. Tenant must deliver written notice (“Exercise Notice”) to exercise either Landlord not more than fifteen (15) months nor less than (1) year prior to the Renewal ------------------- Option or then-scheduled expiration of the Sale Option Term, stating that Tenant is exercising the Option; such Exercise Notice shall be irrevocable. Tenant may elect, at the time it delivers its Exercise Notice, to reduce the Premises by terminating the Lease with respect to the top floor or the top two floors (a Lease Supplement, Lessee shall give irrevocable written notice to Lessor not more than 290 days nor less than 270 days prior to the end of the applicable Base Term or Renewal Term “Reduction Option”) (except that, in the case of a Renewal Term of less than 270 days, with such notice Lease shall be given termination being effective at the commencement of such Renewal the exercised Extension Term). After Landlord’s receipt of Tenant’s Exercise Notice, as Landlord shall deliver notice (“Option Rent Notice”) to Tenant setting forth the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case Landlord’s determination of the Base Term and each Renewal Term Rent for the Extension Term. Within ten (other than 10) business days after receipt of the Renewal Term Option Rent Notice, Tenant shall provide Landlord with irrevocable written notice (“Tenant’s Response”) stating either (a) that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and Tenant accepts Landlord’s determination of Base Rent in the case ----------- Option Rent Notice, or (b) that Tenant objects to Landlord’s determination of the Renewal Term ending April 30, 2002, Base Rent and elects to have elected the Purchase Option pursuant to determine Market Rent in accordance with Section 4.238.4. If Tenant fails to timely deliver a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal TermTenant’s Response, Lessee Tenant shall be deemed to have chosen objected to the Purchase Base Rent in the Option Rent Notice and elected to determine Market Rent in accordance with respect to all Section 38.4. Time is of the Lease Supplementsessence hereof and late notice shall not be effective. If Tenant does not give an Exercise Notice on or before the dates specified above, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. If Tenant does not exercise the first Option, the second Option shall be null and void and of no further force or effect. Landlord shall not be required to give effect to an Option if an Event of Default is outstanding as the date of the Exercise Notice or Tenant’s Response. The rights contained in this Article shall be personal to the original Tenant and may only be exercised by the original Tenant, a Permitted Transferee which takes an Assignment of the Lease, or an “Approved Assignee” (but not by any other sublessee or assignee). An Approved Assignee shall be an assignee that is approved by Landlord pursuant to Section 12.1 above, and also meets the requirement of having investment grade credit (with investment grade credit being defined as BBB or better pursuant to Xxxxx’x and/or Standard and Poor’s) both at the time of assignment and at the time of Option exercise. In addition, if no Lease Event of Default shall have occurred and then an Approved Assignee must be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as full occupancy of the first Payment Date which is not less than ninety (90) days after the date of such notice, specified by Lessee and otherwise in accordance with the provisions of this Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable Building at the time it is made or deemed madetakes an assignment and at the time it exercises such Extension Right. Further, an election of An Approved Assignee shall have no right to exercise the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease SupplementReduction Option.

Exercise of Options. In order The options evidenced hereby may be exercised by the option holder hereof, in whole or in part, at any time, and from time to time, on or before 5:00 p.m., Central Time, on January 15, 2006 by the surrender of this agreement, duly endorsed (unless endorsement is waived by the company), with the form of exercise either at the Renewal ------------------- Option end hereof duly executed by such option holder, at the principal office of the company (or at such other office or agency of the Sale Option with respect to a Lease Supplement, Lessee shall give irrevocable written company as it may designate by notice to Lessor not more than 290 days nor less than 270 days prior in writing to the end option holder hereof at such option holder’s last address appearing on the books of the applicable Base Term company) and upon payment to the company by certified or Renewal Term (except that, in official bank check or checks payable to the case of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case order of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- company of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day purchase price of the Base Term or a Renewal Term, Lessee common shares purchased. The company agrees that the common shares so purchased shall be deemed to be issued to the option holder hereof on the date on which this agreement shall have chosen been surrendered and payment made for such common shares as aforesaid; provided, however, that no such surrender and payment on any date when the Purchase Option with respect to all stock transfer books of the Lease Supplementscompany shall be closed shall be effective to constitute the person entitled to receive such common shares as the record holder thereof on such date, but such surrender and payment shall be effective to constitute the person entitled to receive such common shares as the record holder thereof for all purposes immediately after the opening of business on the next succeeding day on which such stock transfer books are open. In additionThe certificate(s) for such common shares shall be delivered to the option holder within a reasonable time after options evidenced hereby shall have been so exercised and a new incorporator’s stock option agreement, in substantially the form hereof, evidencing the number of options, if no Lease Event of Default any, remaining unexercised shall also be issued to the option holder within such time unless such options shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses expired. The right to exercise the Purchase Option in respect of one or more Lease Supplementsoptions represented hereby shall expire at 5:00 p.m., such purchase to be effected as of the first Payment Date which is not less than ninety (90) days after the date of such noticeCentral Time, specified by Lessee and otherwise in accordance with the provisions of this Section 4.4on January 15, 2006. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements This agreement shall be irrevocable terminate at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement expiration and shares covered hereby shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver released to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease Supplementcompany.”

Exercise of Options. In order Grantor may exercise any right to renew or extend the term of the Ground Lease contained therein without the prior written consent of Agent. Grantor shall give Agent simultaneous written notice of the exercise either of such option or right to renew or extend, together with a copy of the Renewal ------------------- Option instrument given to the lessor under the Ground Lease exercising such option or right, and, thereafter, shall promptly deliver to Agent a copy of any acknowledgment by the Sale Option lessor under such Ground Lease with respect to a Lease Supplementthe exercise of such option or right. If such option or right has not been exercised as aforesaid, Lessee shall give irrevocable written notice to Lessor then not more than 290 days nor less than 270 days prior to the end of the applicable Base Term or Renewal Term one hundred eighty (except that, in the case of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option 180) and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee shall be deemed to have chosen the Purchase Option with respect to all of the Lease Supplements. In addition, if no Lease Event of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety one hundred fifty (90150) days after before the date right of Grantor to exercise any option or right to renew or extend the term of the Ground Lease shall expire, Grantor shall give Agent written notice specifying the date, term and manner for which such option or renewal is to be exercised. Within fifteen (15) business days of written demand by Agent, Grantor shall exercise any such option or renewal which is necessary to extend the term of the Ground Lease beyond the term of this Instrument or to comply with any law affecting Grantor or Agent or which is necessary, in Agent’s reasonable judgment, to preserve the value of the security intended to be afforded by this Instrument. Grantor shall promptly provide evidence of such noticeexercise of such option or right to Agent’s reasonable satisfaction. In the event that Grantor fails to so exercise any such option or right or in the event of any default hereunder which is continuing beyond the applicable cure periods, specified by Lessee Grantor hereby agrees and otherwise grants to Agent all right and authority to exercise such option in accordance with the provisions name of this Section 4.4Grantor or in its own name. Lessee's election (Notwithstanding anything herein to the contrary, Grantor shall not exercise any purchase options, rights of first offer or deemed election) rights of first refusal in the Purchase ----------- Option in respect Ground Lease without the prior written consent of one Agent, which consent shall not be unreasonably withheld, conditioned or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Furtherdelayed including, an election of the Sale Option in respect without limitation, delivery of a Lease Supplement mortgage on the fee interest. Nothing contained herein shall be deemed automatically revoked if affect or limit any rights of Agent granted under the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease SupplementGround Lease.

Exercise of Options. In order The Options evidenced hereby may be exercised by the Optionholder hereof, in whole or in part, at any time, and from time to time, on or before 5:00 P.M., Central time, on January 15, 2004, by the surrender of this Agreement, duly endorsed (unless endorsement is waived by the Company), with the form of exercise either at the Renewal ------------------- Option end hereof duly executed by such Optionholder, at the principal office of the Company (or at such other office or agency of the Sale Option with respect to a Lease Supplement, Lessee shall give irrevocable written Company as it may designate by notice to Lessor not more than 290 days nor less than 270 days prior in writing to the end Optionholder hereof at such Optionholder’s last address appearing on the books of the applicable Base Term Company) and upon payment to the Company by certified or Renewal Term (except that, in official bank check or checks payable to the case of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case order of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- Company of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day purchase price of the Base Term or a Renewal Term, Lessee Common Shares purchased. The Company agrees that the Common Shares so purchased shall be deemed to be issued to the Optionholder hereof on the date on which this Agreement shall have chosen been surrendered and payment made for such Common Shares as aforesaid; provided, however, that no such surrender and payment on any date when the Purchase Option with respect to all stock transfer books of the Lease SupplementsCompany shall be closed shall be effective to constitute the person entitled to receive such Common Shares as the record holder thereof on such date, but such surrender and payment shall be effective to constitute the person entitled to receive such Common Shares as the record holder thereof for all purposes immediately after the opening of business on the next succeeding day on which such stock transfer books are open. In additionThe certificate(s) for such Common Shares shall be delivered to the Optionholder within a reasonable time after Options evidenced hereby shall have been so exercised and a new Incorporators Stock Option Agreement, in substantially the form hereof, evidencing the number of Options, if no Lease Event of Default any, remaining unexercised shall also be issued to the Optionholder within such time unless such Options shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses expired. The right to exercise the Purchase Option in respect of one or more Lease SupplementsOptions represented hereby shall expire at 5:00 P.M., such purchase to be effected as of the first Payment Date which is not less than ninety (90) days after the date of such noticeCentral time, specified by Lessee and otherwise in accordance with the provisions of this Section 4.4on January 15, 2004. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements This Agreement shall be irrevocable terminate at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement expiration and shares covered hereby shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver released to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease SupplementCompany.

Exercise of Options. In order to exercise either the Renewal ------------------- Option or the Sale Option with respect to a Lease Supplement, Lessee shall give irrevocable written notice to Lessor not more than 290 days nor less than 270 days prior (a) Subject to the end terms of this Section and Section 4 hereof, any Option evidenced hereby may be exercised by the Grantee (or, following the Grantee’s death, by the Grantee’s Beneficiary) by completing and delivering to the Company the Exercise Notice set forth in the Annex, together with payment in full of the applicable Base Term total Exercise Price for all Shares to be purchased upon exercise of such Option. Any Option may be exercised in whole or Renewal Term (except 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 case 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 that it issues to the Grantee by the number of Shares necessary for payment in full of the Option price for the Shares so purchased, or more certificates duly endorsed to 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 Renewal Term combination of less than 270 daysthe foregoing, or (iv) except to the extent that the Option is an Option to purchase Restricted Shares, by the Grantee’s (a) irrevocable instructions to the Company to deliver the Shares issuable upon exercise of the Option promptly to the broker for 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 notice Lease exercise would not subject the Grantee to liability under section 16(b) of the Securities Exchange Act of 1934, or would be exempt pursuant to Rule 16b-3 promulgated under such Act or any other exemption from such liability. Shares tendered in payment of the Exercise Price shall be given valued at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end their Fair Market Value on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election tender. The date of either a Renewal Term or the Sale exercise of any Option or on the last day of the Base Term or a Renewal Term, Lessee shall be deemed to have chosen the Purchase Option with respect to all of the Lease Supplements. In addition, if no Lease Event of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety (90) days after the date of such notice, specified that the completed Exercise Notice and total Exercise Price for Shares being purchased are received by Lessee and otherwise in accordance with the provisions of this Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease SupplementCompany.

Exercise of Options. In order The decision of whether and when to exercise either all or any portion of the Renewal ------------------- Option Options shall be 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 Options shall be exercised, nor shall they have any disclosure obligations or obligations to advise WPM regarding her decision to exercise or the Sale 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 with respect on behalf of and for the benefit of WPM. WPM's written notice of exercise shall be addressed and delivered to a Lease SupplementDigital Radio's attorney-in-fact for purposes of exercising any Option, Lessee who shall give irrevocable 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 Lessor not more WPM). In such notice WPM shall state the option grant, the number of shares to be purchased under said grant and the date of exercise. No later than 290 days nor less than 270 three (3) days prior to the end of time payment for exercise is due from Digital Radio, WPM shall deliver to Digital Radio's attorney-in-fact the applicable Base Term full exercise price (and pro rata related transaction costs) for such Options being exercised in cash, certified check or Renewal Term (except thatcashier'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 case of a Renewal Term of less than 270 days, such notice Lease shall be given Options concurrently with her obtaining financing or at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the same time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term same way as COM or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee shall be deemed to have chosen the Purchase Option with respect to all of the Lease Supplements. In additionDigital Radio does, if no Lease Event either of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor such entities or WPM is able to arrange financing that it chooses enables COM or Digital Radio or WPM to exercise their or her options using funds borrowed from a third party and secured in whole or in part by the Purchase Option in respect of one or more Lease Supplements, Company stock purchased upon such purchase to be effected as of the first Payment Date which is not less than ninety (90) days after the date of such notice, specified by Lessee and otherwise in accordance with the provisions of this exercise. See also Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease Supplement9.5 hereto.

Exercise of Options. In order Options that have become vested and exercisable in accordance with this Option Agreement and the Plan (“Vested Options”) may be exercised, in whole or in part (but for the purchase of whole Shares only), by delivery to exercise either the Renewal ------------------- Option Company of (i) written or electronic notice, complying with Section 9(b) of the Plan and the applicable procedures established by the Committee or the Sale Option Company, stating the number of Options that are thereby exercised, the Exercise Price, the manner of 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 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 available 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, 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 (“Delayed Exercise Options”), or any portion thereof, solely in cash (by wire transfer of immediately available funds to a Lease Supplementbank account of the Company designated by the Company or by delivery of a personal or certified check payable to the 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 Management Shareholders Agreement until such sixth anniversary of the Date of Grant (the “Delayed Lapse Date”). For the avoidance of doubt, Lessee shall give irrevocable written notice to Lessor not more than 290 days nor less than 270 days the extent that multiple tranches of Options have vested and become Vested Options prior to the end consummation of the applicable Base Term or Renewal Term (except thatHoldings IPO Pricing Date, in the case of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee shall be deemed to have chosen the Purchase Option aggregate Exercise Price with respect to 90% of all of such Vested Options may be satisfied through the Lease Supplements. In addition“cashless exercise program,” to the extent applicable, if no Lease Event of Default shall have occurred from and then be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety (90) days after the date of such notice, specified by Lessee and otherwise in accordance with the provisions of this Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease SupplementHoldings IPO Pricing Date.”

Exercise of Options. In order to exercise either The options contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the Renewal ------------------- Option or the Sale Option with respect to a Lease Supplement, Lessee following manner: (i) Tenant shall give irrevocable deliver written notice ("Interest Notice") to Lessor not more than 290 days nor less than 270 days Landlord on or before the date which is twelve (12) months prior to the end expiration of the applicable Base Term or Renewal initial Lease Term (except thator previous Option Term, as applicable), stating that Tenant is interested in exercising its option; (ii) Landlord, after receipt of Tenant's notice, shall deliver notice (the "Option Rent Notice") to Tenant not less than ten (10) months prior to the expiration of the initial Lease Term (or previous Option Term, as applicable), setting forth the Option Rent; and (iii) if Tenant wishes to exercise such option, Tenant shall, on or before the earlier of (A) the date occurring eight (8) months prior to the expiration of the initial Lease Term (or previous Option Term, as applicable), and (B) the date occurring thirty (30) days after Tenant's receipt of the Option Rent Notice, exercise the option by delivering the Option Notice to Landlord and upon, and concurrent with such exercise, Tenant may, at its option, object to the Option Rent contained in the case Option Rent Notice. Failure of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail Tenant to deliver such written notice in the time required during the Base Term Interest Notice to Landlord on or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at before the date of ----------- election of either a Renewal Term specified in (i) above or to deliver the Sale Option Notice to Landlord on or on before the last day of the Base Term or a Renewal Term, Lessee date specified in (iii) above shall be deemed to have chosen constitute Tenant's failure to exercise its option to extend. If Tenant timely and properly exercises its option to extend, the Purchase Lease Term or previous Option with respect to Term (as applicable) shall be extended for the Option Term upon all of the Lease Supplements. In addition, if no Lease Event of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety (90) days after the date of such notice, specified by Lessee and otherwise in accordance with the provisions of this Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in this Lease, except that the Operative DocumentsRent shall be as indicated in the Option Rent Notice unless Tenant, together concurrently with grantsTenant's Option Notice, objects to the Option Rent contained in the Option Rent Notice, in recordable formwhich case the parties shall follow the procedure and the Option Rent shall be determined, of easements or licenses and all other rights and authorities necessary for the operation as set forth in place-in use of any such Systems subject to such Lease Supplement.Section 2.2.3 below. 2.2.3......

Exercise of Options. In 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 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 Securities Exchange Act of 1934, and (ii) paying to the Seller the aggregate Exercise Price for the number of Option Shares in respect of which such Options are exercised. Options shall be deemed exercised on the date such Option Certificate(s) are surrendered to the 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 made hereunder shall be made in lawful money of the United States of America. Upon the exercise of any Options in accordance with this Agreement, the Seller shall cause the Transfer Agent of Sanguine Corporation, on the Seller’s behalf, to issue and deliver with all reasonable dispatch, to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Option Shares issuable upon the exercise of such Options and shall take such other actions or cause the Transfer Agent of Sanguine Corporation to take such other actions at the Seller’s sole expense as are necessary to complete the exercise either of the Renewal ------------------- Option or the Sale Option Options (including, without limitation, payment of any cash with respect to a Lease Supplement, Lessee shall give irrevocable written notice to Lessor not more than 290 days nor less than 270 days prior to the end of the applicable Base Term fractional interests). The certificate or Renewal Term (except that, in the case of a Renewal Term of less than 270 days, certificates representing such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee Shares shall be deemed to have chosen been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Option Shares as of the Purchase Option with respect to date the Options are exercised hereunder. In the event that less than all of the Lease Supplements. In additionOptions evidenced by a Option Certificate are exercised, if no Lease Event of Default the Holder thereof shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses entitled to exercise the Purchase receive a new Option in respect of one Certificate or more Lease Supplements, such purchase to be effected Certificates as of the first Payment Date which is not less than ninety (90) days after the date of such notice, specified by Lessee such Holder evidencing the remaining Option or Options, and otherwise in accordance with 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 provisions of this Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease Supplement2.2.

Exercise of Options. In order Mortgagor may exercise any right to renew or extend the term of the Ground Lease contained therein without the prior written consent of Agent. Mortgagor shall give Agent simultaneous written notice of the exercise either of such option or right to renew or extend, together with a copy of the Renewal ------------------- Option instrument given to the lessor under the Ground Lease exercising such option or right, and, thereafter, shall promptly deliver to Agent a copy of any acknowledgment by the Sale Option lessor under such Ground Lease with respect to a Lease Supplementthe exercise of such option or right. If such option or right has not been exercised as aforesaid, Lessee shall give irrevocable written notice to Lessor then not more than 290 days nor less than 270 days prior to the end of the applicable Base Term or Renewal Term one hundred eighty (except that, in the case of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option 180) and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee shall be deemed to have chosen the Purchase Option with respect to all of the Lease Supplements. In addition, if no Lease Event of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety one hundred fifty (90150) days after before the date right of Mortgagor to exercise any option or right to renew or extend the term of the Ground Lease shall expire, Mortgagor shall give Agent written notice specifying the date, term and manner for which such option or renewal is to be exercised. Within fifteen (15) business days of written demand by Agent, Mortgagor shall exercise any such option or renewal which is necessary to extend the term of the Ground Lease beyond the term of this Instrument or to comply with any law affecting Mortgagor or Agent or which is necessary, in Agent’s reasonable judgment, to preserve the value of the security intended to be afforded by this Instrument. Mortgagor shall promptly provide evidence of such noticeexercise of such option or right to Agent’s reasonable satisfaction. In the event that Mortgagor fails to so exercise any such option or right or in the event of any default hereunder which is continuing beyond the applicable cure periods, specified by Lessee Mortgagor hereby agrees and otherwise grants to Agent all right and authority to exercise such option in accordance with the provisions name of this Section 4.4Mortgagor or in its own name. Lessee's election (Notwithstanding anything herein to the contrary, Mortgagor shall not exercise any purchase options, rights of first offer or deemed election) rights of first refusal in the Purchase ----------- Option in respect Ground Lease without the prior written consent of one Agent, which consent shall not be unreasonably withheld, conditioned or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Furtherdelayed including, an election of the Sale Option in respect without limitation, delivery of a Lease Supplement mortgage on the fee interest (full ownership). Nothing contained herein shall be deemed automatically revoked if affect or limit any rights of Agent granted under the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease SupplementGround Lease.

Exercise of Options. In order Options shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance determine and set forth in the Award Agreement, which need not be the same for each grant or for each Option or Participant. The Committee, in its discretion, may allow a Participant to exercise either an Option that has not otherwise become exercisable pursuant to the Renewal ------------------- applicable Award Agreement, in which case the Shares then issued shall be Restricted Stock having a Period of Restriction analogous to the exercisability provisions of the Option. In the event that any portion of an exercisable Option is scheduled to expire or terminate pursuant to the Plan or the Sale Option with respect to a Lease Supplement, Lessee shall give irrevocable written notice to Lessor not more than 290 days nor less than 270 days prior to the end of the applicable Base Term or Renewal Term (except that, in the case of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term Award Agreement (other than due to Termination of Service for Cause) and both (x) the Renewal Term date on which such portion of the Option is scheduled to expire or terminate falls during a Company blackout trading period applicable to the Participant (whether such period is imposed at the election of the Company or is required by applicable law to be imposed) and (y) the Option Price per Share of such portion of the Option is less than the Fair Market Value of a Share, then on the date that such portion of the Option is scheduled to expire or terminate, such portion of the Option (to the extent not previously exercised by the Participant) shall be automatically exercised on behalf of the Participant through a “net exercise” (as described in Section 6.6(c)) and minimum withholding taxes due (if any) upon such automatic exercise shall be satisfied by withholding of Shares (as described in Section 16.2(a)). The period of time over which a Nonqualified Stock Option may be exercised shall be automatically extended if on the scheduled expiration date or termination date (other than due to Termination of Service for Cause) of such Option the Participant’s exercise of such Option would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and violate an applicable law (except under circumstances described in the case ----------- of preceding sentence); provided, however, that during such extended exercise period the Renewal Term ending April Option may only be exercised to the extent the Option was exercisable in accordance with its terms immediately prior to such scheduled expiration date or termination date; provided further, however, that such extended exercise period shall end not later than thirty (30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee shall be deemed to have chosen the Purchase Option with respect to all of the Lease Supplements. In addition, if no Lease Event of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety (90) days after the date exercise of such notice, specified by Lessee and otherwise in accordance with the provisions of this Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any first would no longer violate such Systems subject to such Lease Supplementlaw.

Exercise of Options. In order Leasehold Mortgagor may exercise any right to renew or extend the term of the Ground Lease contained therein without the prior written consent of Agent. Leasehold Mortgagor shall give Agent simultaneous written notice of the exercise either of such option or right to renew or extend, together with a copy of the Renewal ------------------- Option instrument given to the lessor under the Ground Lease exercising such option or right, and, thereafter, shall promptly deliver to Agent a copy of any acknowledgment by the Sale Option lessor under such Ground Lease with respect to a Lease Supplementthe exercise of such option or right. If such option or right has not been exercised as aforesaid, Lessee shall give irrevocable written notice to Lessor then not more than 290 days nor less than 270 days prior to the end of the applicable Base Term or Renewal Term one hundred eighty (except that, in the case of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option 180) and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Renewal Term (other than the Renewal Term that would end on April 30, 2002), to have elected to renew the related Lease Supplement or Supplements pursuant to Section 4.1 and in the case ----------- of the Renewal Term ending April 30, 2002, to have elected the Purchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, Lessee shall be deemed to have chosen the Purchase Option with respect to all of the Lease Supplements. In addition, if no Lease Event of Default shall have occurred and then be continuing, Lessee may at any time notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such purchase to be effected as of the first Payment Date which is not less than ninety one hundred fifty (90150) days after before the date right of Leasehold Mortgagor to exercise any option or right to renew or extend the term of the Ground Lease shall expire, Leasehold Mortgagor shall give Agent written notice specifying the date, term and manner for which such option or renewal is to be exercised. Within fifteen (15) business days of written demand by Agent, Leasehold Mortgagor shall exercise any such option or renewal which is necessary to extend the term of the Ground Lease beyond the term of this Instrument or to comply with any law affecting Leasehold Mortgagor or Agent or which is necessary, in Agent’s reasonable judgment, to preserve the value of the security intended to be afforded by this Instrument. Leasehold Mortgagor shall promptly provide evidence of such noticeexercise of such option or right to Agent’s reasonable satisfaction. In the event that Leasehold Mortgagor fails to so exercise any such option or right or in the event of any default hereunder which is continuing beyond the applicable cure periods, specified by Lessee Leasehold Mortgagor hereby agrees and otherwise grants to Agent all right and authority to exercise such option in accordance with the provisions name of this Section 4.4Leasehold Mortgagor or in its own name. Lessee's election (Notwithstanding anything herein to the contrary, Leasehold Mortgagor shall not exercise any purchase options, rights of first offer or deemed election) rights of first refusal in the Purchase ----------- Option in respect Ground Lease without the prior written consent of one Agent, which consent shall not be unreasonably withheld, conditioned or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Furtherdelayed including, an election of the Sale Option in respect without limitation, delivery of a Lease Supplement mortgage on the fee interest. Nothing contained herein shall be deemed automatically revoked if affect or limit any rights of Agent granted under the Lessee does not comply with the terms and conditions of Section 4.6 and execute ----------- and deliver to the buyer a Support Agreement, conforming with the requirements therefor set forth in the Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the operation in place-in use of any such Systems subject to such Lease SupplementGround Lease.