Common use of Exercise Procedure Clause in Contracts

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Option.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered A Warrant may be exercised upon surrender to the Company at its executive officesthe principal stock transfer office of the Warrant Agent, signifying which is currently located at the Employee's address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to exercise purchase on the Option. The notice must state reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (adjusted as herein provided if applicable) or on a cashless basis pursuant to Section 6(d), if applicable, for the number of Warrant Shares as to in respect of which such Warrants are then exercised. Payment of the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale aggregate Exercise Price (unless on a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commissioncashless basis pursuant to Section 6(d)) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or made by certified or official bank cashier's check payable to the order of the CompanyCompany in New York Clearing House Funds, free from or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6(d), if applicable, the Company shall issue and cause to be delivered with all collection charges. If notice reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Option date of the surrender of such Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6(d), if applicable. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is given exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the person or persons other than Warrant Agent, shall supply the Employee, Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may require, as a condition assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such lawsWarrants. The Company, however, Warrant Agent shall not be required keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to issue or deliver a certificate for any Shares until it has complied time with all requirements such numbers of copies of this Agreement as the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock Warrant Agent may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Optionrequest.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered A Warrant may be exercised upon surrender to the Company at its executive officesthe principal stock transfer office of the Warrant Agent, signifying which is currently located at the Employee's address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to exercise purchase on the Option. The notice must state reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (adjusted as herein provided if applicable) for the number of Warrant Shares as to in respect of which the Employee's Option is being such Warrants are then exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price . Payment of the Shares being purchased. Payment aggregate Exercise Price shall be made in cash, cash or by certified or official bank cashier's check payable to the order of the CompanyCompany in New York Clearing House Funds, free from or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all collection charges. If notice reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Option date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is given exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the person or persons other than Warrant Agent, shall supply the Employee, Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may require, as a condition assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such lawsWarrants. The Company, however, Warrant Agent shall not be required keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to issue or deliver a certificate for any Shares until it has complied time with all requirements such numbers of copies of this Agreement as the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock Warrant Agent may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Optionrequest.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered A Warrant may be exercised upon surrender to the Company at its executive officesthe principal stock transfer office of the Warrant Agent, signifying which is currently located at the Employeeaddress listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (adjusted as herein provided if applicable) for the number of Warrant Shares in respect of which such Warrants are then exercised. Subject to any Sponsor or Permitted Transferee's election to exercise the Option. The notice must state the number of Shares its Sponsors' Warrants on a cashless basis as to which the Employee's Option is being exercisedset forth in Section 6(d), must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price payment of the Shares being purchased. Payment aggregate Exercise Price shall be made in cash, cash or by certified or official bank cashier's check payable to the order of the CompanyCompany in New York Clearing House Funds, free from or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Sections 6(e) and 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all collection charges. If notice reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Option date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is given exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the person or persons other than Warrant Agent, shall supply the Employee, Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may require, as a condition assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Option, holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the submission Warrant Agent from time to time with such numbers of copies of this Agreement as the Company Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of appropriate proof of a Sponsors' Warrants shall contain the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resaleAS AMENDED, and that the Shares may not be soldOR ANY STATE SECURITIES LAW, assignedAND MAY NOT BE OFFERED, pledgedSOLD, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchangeAND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the OptionSECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered A Warrant may be exercised upon surrender to the Company at its executive officesthe principal stock transfer office of the Warrant Agent, signifying which is currently located at the Employee's address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to exercise purchase on the Option. The notice must state reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (adjusted as herein provided if applicable) for the number of Warrant Shares as to in respect of which the Employee's Option is being such Warrants are then exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price . Payment of the Shares being purchased. Payment aggregate Exercise Price shall be made in cash, cash or by certified or official bank cashier's check payable to the order of the CompanyCompany in New York Clearing House Funds, free from or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all collection charges. If notice reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Option date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is given exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the person or persons other than Warrant Agent, shall supply the Employee, Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may require, as a condition assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Option, holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the submission Warrant Agent from time to time with such numbers of copies of this Agreement as the Company Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of appropriate proof of a Private Warrant shall contain the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resaleAS AMENDED, and that the Shares may not be soldOR ANY STATE SECURITIES LAW, assignedAND MAY NOT BE OFFERED, pledgedSOLD, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchangeAND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the OptionSECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered A Warrant may be exercised upon surrender to the Company at its executive officesthe principal stock transfer office of the Warrant Agent, signifying which is currently located at the Employee's address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to exercise purchase on the Option. The notice must state reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (adjusted as herein provided if applicable) for the number of Warrant Shares as to in respect of which the Employee's Option is being such Warrants are then exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price . Payment of the Shares being purchased. Payment aggregate Exercise Price shall be made in cash, cash or by certified or official bank cashier's check payable to the order of the CompanyCompany in New York Clearing House Funds, free from or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all collection charges. If notice reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Option date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is given exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the person or persons other than Warrant Agent, shall supply the Employee, Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may require, as a condition assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Option, holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the submission Warrant Agent from time to time with such numbers of copies of this Agreement as the Company Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of appropriate proof of a Founder’s Warrant shall contain the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resaleAS AMENDED, and that the Shares may not be soldOR ANY STATE SECURITIES LAW, assignedAND MAY NOT BE OFFERED, pledgedSOLD, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchangeAND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the OptionSECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered A Warrant may be exercised upon surrender to the Company at its executive officesthe principal stock transfer office of the Warrant Agent, signifying which is currently located at the Employee's address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to exercise purchase on the Option. The notice must state reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (adjusted as herein provided if applicable) for the number of Warrant Shares as to in respect of which the Employee's Option is being such Warrants are then exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price . Payment of the Shares being purchased. Payment aggregate Exercise Price shall be made in cash, cash or by certified or official bank cashier's check payable to the order of the CompanyCompany in New York Clearing House Funds, free from or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all collection charges. If notice reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Option date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is given exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the person or persons other than Warrant Agent, shall supply the Employee, Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may require, as a condition assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Option, holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the submission Warrant Agent from time to time with such numbers of copies of this Agreement as the Company Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of appropriate proof of a Sponsors’ Warrants shall contain the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resaleAS AMENDED, and that the Shares may not be soldOR ANY STATE SECURITIES LAW, assignedAND MAY NOT BE OFFERED, pledgedSOLD, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchangeAND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the OptionSECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered A Warrant may be exercised upon surrender to the Company at its executive officesthe principal share transfer office of the Warrant Agent, signifying which is currently located at the Employee's address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to exercise purchase on the Option. The notice must state reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (adjusted as herein provided if applicable) or on a cashless basis pursuant to Section 6(d), if applicable, for the number of Warrant Shares as to in respect of which such Warrants are then exercised. Payment of the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale aggregate Exercise Price (unless on a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commissioncashless basis pursuant to Section 6(d)) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or made by certified or official bank cashier's check payable to the order of the CompanyCompany in New York Clearing House Funds, free from or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all collection charges. If notice reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Option date of the surrender of such Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6(d), if applicable. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is given exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the person or persons other than Warrant Agent, shall supply the Employee, Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may require, as a condition assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Option, holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the submission Warrant Agent from time to time with such numbers of copies of this Agreement as the Company Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of appropriate proof of a Sponsors’ Warrants shall contain the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resaleAS AMENDED, and that the Shares may not be soldOR ANY STATE SECURITIES LAW, assignedAND MAY NOT BE OFFERED, pledgedSOLD, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchangeAND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the OptionSECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered A Warrant may be exercised upon surrender to the Company at its executive officesthe principal stock transfer office of the Warrant Agent, signifying which is currently located at the Employee's address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to exercise purchase on the Option. The notice must state reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (adjusted as herein provided if applicable) or on a cashless basis pursuant to Section 6(d), if applicable, for the number of Warrant Shares as to in respect of which such Warrants are then exercised. Payment of the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale aggregate Exercise Price (unless on a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commissioncashless basis pursuant to Section 6(d)) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or made by certified or official bank cashier's check payable to the order of the CompanyCompany in New York Clearing House Funds, free from or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6(d), if applicable, the Company shall issue and cause to be delivered with all collection charges. If notice reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Option date of the surrender of such Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6(d), if applicable. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is given exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the person or persons other than Warrant Agent, shall supply the Employee, Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may require, as a condition assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Option, holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the submission Warrant Agent from time to time with such numbers of copies of this Agreement as the Company Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of appropriate proof of a Private Warrant shall contain the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resaleAS AMENDED, and that the Shares may not be soldOR ANY STATE SECURITIES LAW, assignedAND MAY NOT BE OFFERED, pledgedSOLD, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchangeAND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the OptionSECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered A Warrant may be exercised upon surrender to the Company at its executive officesthe principal stock transfer office of the Warrant Agent, signifying which is currently located at the Employee's address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to exercise purchase on the Option. The notice must state reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (adjusted as herein provided if applicable) or on a cashless basis pursuant to Section 6.4, if applicable, for the number of Warrant Shares as to in respect of which such Warrants are then exercised. Payment of the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale aggregate Exercise Price (unless on a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commissioncashless basis pursuant to Section 6.4) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or made by certified or bank cashier's check payable to the order of the CompanyCompany in New York Clearing House Funds, free from or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Sections 6.5 and 7 hereof, upon such surrender of Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6.4, if applicable, the Company shall issue and cause to be delivered with all collection charges. If notice reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Option date of the surrender of such Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6.4, if applicable. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is given exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the person or persons other than Warrant Agent, shall supply the Employee, Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may require, as a condition assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Option, holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the submission Warrant Agent from time to time with such numbers of copies of this Agreement as the Company Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of appropriate proof of a Sponsors’ Warrant shall contain the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resaleAS AMENDED, and that the Shares may not be soldOR ANY STATE SECURITIES LAW, assignedAND MAY NOT BE OFFERED, pledgedSOLD, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchangeAND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the OptionSECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. Subject to In the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled event LabCorp wishes to exercise the Option, LabCorp shall deliver to the Stockholder a written notice (an "Exercise Notice"). Provided that the conditions set forth in paragraph (f) hereof to the Stockholder's obligation to sell the Subject Shares to LabCorp hereunder have none been satisfied or, if legally possible, waived, LabCorp shall, upon delivery of the rights Exercise Notice and tender of the applicable aggregate Exercise Price (as defined below), immediately be deemed to be the holder of record of such Subject Shares purchasable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing the Subject Shares shall not theretofore have been delivered to LabCorp. If the conditions set forth in paragraph (f) hereof have not been satisfied or, if legally possible, waived, LabCorp shall not be deemed to be the holder of record unless and until the conditions in paragraph (f) have been satisfied or, if legally possible, waived. The closing of the purchase of the Subject Shares (the "Closing") shall occur at a stockholder with respect to Shares subject place, on a date and at a time designated by LabCorp in the Exercise Notice delivered at least two (2) business days prior to the Optiondate of the Closing, and shall occur no later than fifteen (15) days after the Exercise Notice is delivered or, if a waiting period under the HSR Act, the Investment Canada Act, the Competition Act (Canada), or the pre-merger filing requirements of any other jurisdiction applies to the acquisition of the Subject Shares by LabCorp, fifteen (15) days after the expiration or termination of all such applicable waiting periods; provided that if that expiration or termination does not occur within thirty (30) days after the Drop Dead Date, as that term is defined under the Merger Agreement (including any modifications or extensions thereof) (the "Option Drop Dead Date"), the Closing shall not occur, and the Exercise Notice shall be deemed to be null and void.

Exercise Procedure. Subject to the terms foregoing and conditions set forth hereinthe other provisions hereof, the Option is exercisable Warrantholder may exercise this Warrant from time to time by (i) delivering (which may be by fax) a duly executed Warrant Exercise Form in the form attached hereto (the "Exercise Agreement") to the Company on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and (ii) making payment to the Company either (A) in cash, by certified or official bank check or by wire transfer of immediately available funds for the account of the Company, of the Warrant Price for the Warrant Shares specified in the Exercise Agreement or (B) by delivery to the Company of a written notice signed by of an election to effect a "Cashless Exercise" (as defined below) for the Employee and Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder or such holder's designee, as the record owner of such shares, as of the close of business on the date on which the completed Exercise Agreement shall have been delivered to the Company (or such later date as may be specified in the Exercise Agreement). Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be promptly delivered to the Warrantholder within a reasonable time, not exceeding three (3) business days after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall (subject to Section 3(d) below), at its executive officesexpense, signifying at the Employee's election time of delivery of such certificates, deliver to exercise the Option. The notice must state Warrantholder a new Warrant representing the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject which this Warrant shall not then have been exercised. As used herein, "business day" shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to the Optionremain closed.

Exercise Procedure. Subject The Warrant may be exercised, subject to the terms and conditions requirements set forth hereinbelow, in whole, or in part, at any time during the Option period commencing on the date hereof and expiring at 5:00 p.m. Eastern Time on the Expiration Date set forth above, or, if such day is exercisable a day on which banking institutions are authorized by law to close, then on the next succeeding day that shall not be such a written notice signed day, by presentation and surrender of the Employee and delivered Warrant certificate to the Company Corporation at its executive officesprincipal office, signifying or at the Employee's election to exercise office of its stock transfer agent, if any, with the Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment Warrant Exercise Form attached thereto duly executed and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be payment (either in cash, cash or by certified or official bank cashier's check check, payable to the order of the CompanyCorporation) of the aggregate Exercise Price for the number of shares specified in such form and instruments of transfer, free from all collection chargesif appropriate, duly executed by the Holder. If notice the Warrant should be exercised in part only, the Corporation shall, upon surrender of the exercise Warrant certificate for cancellation, execute and deliver a new Warrant certificate evidencing the Holder's rights thereof to purchase the balance of the Option is given shares purchasable hereunder. Upon receipt by the person Corporation of the Warrant certificate, together with the Exercise Price, at its office, or persons by the Corporation's stock transfer agent, if any, at its office in proper form for exercise as described above, together with an agreement to comply with the restrictions on transfer and related covenants contained herein and a representation as to investment intent and any other matter required by counsel to the Corporation, signed by the Holder (and if other than the Employeeoriginal Holder accompanied by proof, satisfactory to counsel for the Company may requireCorporation, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person persons to exercise the Option. Certificate for Shares so purchased will Warrant), the Holder shall be issued as soon as practicable and deemed to be the holder of record of the Common Stock issuable upon such exercise, even if the Corporation's stock transfer books shall bear a restrictive legend stating that the Shares have then be closed or certificates representing such Common Stock shall not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory delivered to the Company to the effect that registration is not required under such lawsHolder. The Company, however, Holder shall not be required to pay any and all documentary stamp or similar issue or deliver a certificate for any Shares until it has complied with all requirements transfer taxes payable in respect of the Securities Act issue or delivery of 1933, as amended, Common Stock on exercise of this Warrant. The Corporation shall promptly thereafter issue certificate(s) evidencing the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Common Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Optionso purchased.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable Warrants may be exercised by a written notice signed by the Employee and delivered their surrender to the Company at its the Warrant Agent's principal executive officesoffices in Charlotte, signifying North Carolina, with the Employee's election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercisedpurchase form attached thereto duly completed and executed, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price payment of the aggregate Exercise Price for the Warrant Shares being purchasedto be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, or by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, free from (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all collection chargestransfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. If notice The Warrant Agent shall promptly forward to the Company all monies and certificates for shares of Common Stock received by the Warrant Agent for the purchase of shares of Common Stock through the exercise of Warrants. Promptly after the Option is given by exercise of any Warrants and the person or persons other than payment of the EmployeeExercise Price, upon compliance with Section 6 hereof, the Company may requireshall issue a certificate or certificates for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the election to purchase, together with cash as provided in Section 11 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate representing all remaining unexercised Warrants. The Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate(s) pursuant to the provisions of this Section and of Section 4 of this Warrant Agreement and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and listed on the NYSE or on such other national securities exchange or Nasdaq National Market, as a condition the case may be, on which such Common Stock is listed or included. Upon compliance with Section 6 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued in such names and denominations, and shall be delivered to the exercise such persons, as are specified by written instructions of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the OptionHolder.

Exercise Procedure. Subject to Warrants may be exercised by their surrender at the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its Company's principal executive offices, signifying with the Employee's election Election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercisedPurchase form attached thereto duly completed and executed, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price payment of the aggregate Exercise Price for the Warrant Shares being purchasedto be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, or by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, (b) if payment is to be made through a surrender of shares of Preferred Stock or Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereof, the Company shall issue a certificate or certificates, for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all collection chargesliens and charges other than those created by the Holder. If notice Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the OptionHolder.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is Options are exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election to exercise the an Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the an Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Option.

Exercise Procedure. Subject to the terms foregoing and conditions set forth hereinthe other ------------------ provisions hereof, the Option is exercisable Warrantholder may exercise this Warrant from time to time by (i) delivering (which may be by fax) a duly executed Warrant Exercise Form in the form attached hereto (the "Exercise Agreement") to the Company on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and (ii) making payment to the Company either (A) in cash, by certified or official bank check or by wire transfer of immediately available funds for the account of the Company, of the Warrant Price for the Warrant Shares specified in the Exercise Agreement or (B) by delivery to the Company of a written notice signed by of an election to effect a "Cashless Exercise" (as defined below) for the Employee and Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder or such holder's designee, as the record owner of such shares, as of the close of business on the date on which the completed Exercise Agreement shall have been delivered to the Company at its executive offices(or such later date as may be specified in the Exercise Agreement). Certificates for the Warrant Shares so purchased, signifying representing the Employee's election aggregate number of shares specified in the Exercise Agreement, shall be promptly delivered to exercise the OptionWarrantholder within a reasonable time, not exceeding three (3) business days after this Warrant shall have been so exercised. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment certificates so delivered shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given such denominations as may be requested by the person or persons other than Warrantholder and shall be registered in the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right name of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee holder or such other person name as may shall be entitled to exercise the Option, designated by such holder. If this Warrant shall have none of the rights of a stockholder with respect to Shares subject to the Option.have

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's Employee"s election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Option.

Exercise Procedure. Subject to In the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election event that Grantee wishes to exercise the Grantor Option. The , Grantee shall deliver to Grantor written notice must state (an "Exercise Notice") specifying the total number of Shares as shares of Grantor Common Stock that Grantee wishes to which purchase (the Employee's "Option is being exercised, must contain a statement Shares"). To the extent permitted by law and the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price Certificate of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933Incorporation, as amended, of Grantor (the Securities Exchange Act "Grantor Charter"), and provided that the conditions set forth in Section 3 to Grantor's obligation to issue the shares of 1934Grantor Common Stock to Grantee hereunder have been satisfied or waived, Grantee shall, upon delivery of the Exercise Notice and tender of the applicable aggregate Exercise Price (as amendeddefined in Section 2(e) below), any immediately be deemed to be the holder of record of the Option Shares, notwithstanding that the stock exchange transfer books of Grantor shall then be closed or that certificates representing the Option Shares shall not theretofore have been delivered to Grantee. Each closing of a purchase of shares of Grantor Common Stock hereunder (a "Closing") shall occur at a place, on a date, and at a time designated by Grantee in an Exercise Notice delivered at least two (2) business days prior to the date of such Closing. Termination of the Grantor Option. Grantee's right to exercise the Grantor Option shall terminate upon the earliest to occur of: the Effective Time of the Merger; the date on which the Company's Stock may then Merger Agreement is properly terminated pursuant to Article VIII thereof other than under circumstances set forth in Sections 2(a)(i) and 2(a)(ii); and thirteen (13) months after the date on which the Merger Agreement is terminated. Notwithstanding the foregoing, with respect to clause (iii) in the immediately preceding sentence, if the Grantor Option cannot be listed and all exercised by reason of any applicable state laws in connection with the issuance judicial or sale of such Shares governmental judgment, decree, order, law or the listing of such Shares on such exchange. Until the issuance of the certificate for such Sharesregulation, the Employee Grantor Option shall remain exercisable and shall not terminate until the earlier of (x) the date on which such impediment shall become final and not subject to appeal and (y) 5:00 p.m., Omaha, Nebraska time, on the tenth (10th) business day after such impediment shall have been removed; provided, however, that if such judgment, decree or order shall have been obtained at the request of Grantor or any of its Affiliates or a party that has been made or is proposing to make an Acquisition Proposal (as such term is defined in the Merger Agreement) for Grantor, and such judgment, decree or order is vacated, set aside, withdrawn, reversed or otherwise nullified, the time during which the Grantor Option shall remain exercisable shall be extended for as long as such judgment, decree, or order shall be in effect. The rights of Grantee and Grantor set forth in Sections 7 (other person as may be entitled than Section 7(a)(i), and 9 shall not terminate upon termination of Grantee's right to exercise the Option, shall have none of the rights of a stockholder Grantor Option with respect to Shares subject shares acquired prior to termination, but shall extend to the time provided in such sections. Notwithstanding the termination of the Grantor Option, Grantee shall be entitle to purchase the shares of Grantor Common Stock with respect to which Grantee had exercised the Grantor Option prior to such termination.

Exercise Procedure. Subject to Warrants may be exercised by their surrender at the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its Company's principal executive offices, signifying with the Employee's election Election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercisedPurchase form attached thereto duly completed and executed, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price payment of the aggregate Exercise Price for the Warrant Shares being purchasedto be purchased upon such exercise. Payment for the Warrant Shares shall be made: (a) if payment is to be made in cash, or by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), or (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereof, the Company shall issue a certificate or certificates, for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all collection chargesliens and charges other than those created by the Holder. If notice Upon compliance with Section 5 hereof, and applicable securities laws, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the OptionHolder.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered A Warrant may be exercised upon surrender to the Company at its executive officesthe principal stock transfer office of the Warrant Agent, signifying which is currently located at the Employee's address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to exercise purchase on the Option. The notice must state reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (adjusted as herein provided if applicable) or on a cashless basis pursuant to Section 6(d), if applicable, for the number of Warrant Shares as to in respect of which such Warrants are then exercised. Payment of the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale aggregate Exercise Price (unless on a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commissioncashless basis pursuant to Section 6(d)) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or made by certified or bank cashier's check payable to the order of the CompanyCompany in New York Clearing House Funds, free from or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6(d), if applicable, the Company shall issue and cause to be delivered with all collection charges. If notice reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Option date of the surrender of such Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6(d), if applicable. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is given exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the person or persons other than Warrant Agent, shall supply the Employee, Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may require, as a condition assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Option, holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the submission Warrant Agent from time to time with such numbers of copies of this Agreement as the Company Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of appropriate proof of a Private Warrant shall contain the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resaleAS AMENDED, and that the Shares may not be soldOR ANY STATE SECURITIES LAW, assignedAND MAY NOT BE OFFERED, pledgedSOLD, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchangeAND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the OptionSECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. Subject to In the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election event that Grantee wishes to exercise the Grantor Option. The , Grantee shall deliver to Grantor written notice must state (an "Exercise Notice") specifying the total number of Shares as shares of Grantor Common Stock that Grantee wishes to which purchase (the Employee's "Option is being exercised, must contain a statement Shares"). To the extent permitted by law and the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price Certificate of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933Incorporation, as amended, of Grantor (the Securities Exchange Act "Grantor Charter"), and provided that the conditions set forth in Section 3 to Grantor's obligation to issue the shares of 1934Grantor Common Stock to Grantee hereunder have been satisfied or waived, Grantee shall, upon delivery of the Exercise Notice and tender of the applicable aggregate Exercise Price (as amendeddefined in Section 2(e) below), any immediately be deemed to be the holder of record of the Option Shares, notwithstanding that the stock exchange transfer books of Grantor shall then be closed or that certificates representing the Option Shares shall not theretofore have been delivered to Grantee. Each closing of a purchase of shares of Grantor Common Stock hereunder (a "Closing") shall occur at a place, on a date, and at a time designated by Grantee in an Exercise Notice delivered at least two (2) business days prior to the date of such Closing. Termination of the Grantor Option. Grantee's right to exercise the Grantor Option shall terminate upon the earliest to occur of: the Effective Time of the Merger; the date on which the Company's Stock may then Merger Agreement is properly terminated pursuant to Article VIII thereof other than under circumstances set forth in Sections 2(a)(i) and 2(a)(ii); and thirteen (13) months after the date on which the Merger Agreement is terminated. Notwithstanding the foregoing, with respect to clause (iii) in the immediately preceding sentence, if the Grantor Option cannot be listed and all exercised by reason of any applicable state laws in connection with the issuance judicial or sale of such Shares governmental judgment, decree, order, law or the listing of such Shares on such exchange. Until the issuance of the certificate for such Sharesregulation, the Employee Grantor Option shall remain exercisable and shall not terminate until the earlier of (x) the date on which such impediment shall become final and not subject to appeal and (y) 5:00 p.m., Atlanta, Georgia time, on the tenth (10th) business day after such impediment shall have been removed; provided, however, that if such judgment, decree or order shall have been obtained at the request of Grantor or any of its Affiliates or a party that has been made or is proposing to make an Acquisition Proposal (as such term is defined in the Merger Agreement) for Grantor, and such judgment, decree or order is vacated, set aside, withdrawn, reversed or otherwise nullified, the time during which the Grantor Option shall remain exercisable shall be extended for as long as such judgment, decree, or order shall be in effect. The rights of Grantee and Grantor set forth in Sections 7 (other person as may be entitled than Section 7(a)(i), and 9 shall not terminate upon termination of Grantee's right to exercise the Option, shall have none of the rights of a stockholder Grantor Option with respect to Shares subject shares acquired prior to termination, but shall extend to the time provided in such sections. Notwithstanding the termination of the Grantor Option, Grantee shall be entitle to purchase the shares of Grantor Common Stock with respect to which Grantee had exercised the Grantor Option prior to such termination.