Common use of Option Exercise Clause in Contracts

Option Exercise. Optionee shall have the right, but not the obligation, to exercise the Option at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no earlier than one (1) day after the date of the Exercise Notice and no later than one (1) day after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: number of Series Interests mutually agreed upon by the Parties, the value of which (the “Equity Value”) shall be determined by the asset seller at the time of the Closing of the Offering immediately after giving effect to the issuance of the Series Interests to Optionor and all other investors in the Offering, unless otherwise agreed to in writing between the parties. The number of Series shall be calculated by dividing the Equity Value by the price per Series Interest set forth in the relevant Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”).

Option Exercise. Optionee The Option may be exercised in whole or in part from time to time with respect to whole shares only, within the period permitted for the exercise thereof. The Option shall have become exercisable in the rightfollowing manner: (i) During the first year after the date of grant of such Option, but no portion of the Option shall be exercisable; (ii) During the second year after the date of grant of such Option, such Option shall be exercisable only to the extent of twenty percent (20%) of the shares covered by such Option; (iii) During the third year after the date of grant of such Option, such Option shall be exercisable only to the extent of forty percent (40%) of the shares covered by such Option; (iv) During the fourth year after the date of grant of such Option, such Option shall be exercisable only to the extent of sixty percent (60%) of the shares covered by such Option; (v) During the fifth year after the date of grant of such Option, such Option shall be exercisable only to the extent of eighty percent (80%) of the shares covered by such Option; and (vi) During the sixth and each succeeding year after the date of grant of such Option, such Option shall be exercisable as to all shares covered by such Option. Notwithstanding any other provision in this Agreement, the Option may not be exercised after the obligation, expiration of ten (10) years from its Grant Date. The Option shall be exercised by: (A) written notice of intent to exercise the Option with respect to a specific number of shares of Stock, which is delivered by hand delivery or registered or certified mail, return receipt requested, to the Company at any time on or after its principal office, Attention: Corporate Secretary; and (B) payment in full to the Effective Date and through Company at such office of the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant amount of the Option as Price for the number of shares of Stock with respect to which the Option is then being exercised. Payment of the date hereof. In order to Option Price shall be made in cash, certified check, cashier’s check, or personal check (and if made by personal check the shares of Stock issued upon exercise the Option, Optionee shall deliver prior to of the Option Expiration Date a written notice of exercise (shall be held by the “Exercise Notice”) to Optionor specifying Company until the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”check has cleared); provided, however, that if at the Closing Date shall be no earlier than one (1) day after the date time of the Exercise Notice and no later than one (1) day after the end of the Option Period. Upon Optionee’s exercise of the Option as above providedthe Stock is traded on a national securities exchange or on the NMS, this Agreement will automatically become an agreement all or part of the Option Price may also be paid by Optionor delivery to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: number Company of Series Interests mutually agreed upon shares of Stock previously acquired by the PartiesOptionee, the value of which (the “Equity Value”) shall be determined by valued for such purpose at the asset seller closing price of such Stock as quoted on such exchange or market as of the trading day immediately preceding the date of exercise. In addition to and at the time of the Closing payment of the Offering immediately after giving effect Option Price, the Optionee shall, if and to the extent requested by the Company, pay to the Company in cash the full amount of all federal, state, and local withholding or other employment taxes, if any, applicable to the taxable income of the Optionee resulting from such exercise, and any sales, transfer, or similar taxes imposed with respect to the issuance or transfer of the Series Interests to Optionor and all other investors shares of Stock in the Offering, unless otherwise agreed to in writing between the parties. The number of Series shall be calculated by dividing the Equity Value by the price per Series Interest set forth in the relevant Offering Statement on Form 1-A, as filed connection with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)such exercise.

Option Exercise. (a) The Option may be exercised by Optionee shall have at any time during the rightOption Period, but not provided that the obligation, Optionee provides non-binding notice of its intent to exercise the Option to Optionor no more than ten (10) Business Days, but at any time on or after the Effective Date and through the Option Expiration Date least five (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option5) Business Days, Optionee shall deliver prior to the Option Expiration Date Exercise and all closing deliveries of Optionee set forth in Section 1.10 of the Asset Purchase Agreement have been delivered on or prior to, or will be delivered immediately following, the Option Exercise Date, or the requirement that such items be delivered upon execution of the Asset Purchase Agreement shall have been waived in writing by Optionor. The Option shall be deemed to have been exercised by Optionee upon Optionee’s delivery of a written notice of exercise to Optionor in the form attached hereto as Exhibit C (the “Option Exercise Notice”) to Optionor specifying the date (the “Closing DateOption Exercise”) ). The date on which settlement hereunder shall occur (the Option Exercise Notice is given is referred to herein as the “Closing”); providedOption Exercise Date.” Optionee may elect to exercise or not exercise the Option in its sole discretion, however, that the Closing Date and nothing contained herein or in any other agreement delivered in connection herewith shall be no earlier than one deemed to create any obligation on the part of Optionee to exercise the Option. (1b) day On the fifth (5th) Business Day after the Option Exercise Date, or such other date of mutually agreed upon in writing by the Exercise Notice parties, (i) Optionor and no later than one (1) day after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell Optionee shall duly execute and convey deliver the Asset Purchase Agreement (including the schedules, as amended pursuant to Optionee Section 4.7, and an agreement by Optionee exhibits attached thereto) pursuant to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If therein, (ii) Optionor shall duly execute and/or deliver to Optionee delivers an Exercise Noticethe documents and instruments set forth under Section 1.9 of the Asset Purchase Agreement, (iii) Optionee agrees: number shall duly execute and/or deliver to Optionor the documents and instruments set forth under Section 1.10 of Series Interests mutually agreed upon by the PartiesAsset Purchase Agreement, and (iv) Optionee shall pay the value amount set forth in Section 1.5(a) of which the Asset Purchase Agreement (the “Equity ValueInitial Payment”) shall be determined by the asset seller at the time ). The closing of the Closing of transactions contemplated under the Offering immediately after giving effect Asset Purchase Agreement is referred to the issuance of the Series Interests to Optionor and all other investors in the Offering, unless otherwise agreed to in writing between the parties. The number of Series shall be calculated by dividing the Equity Value by the price per Series Interest set forth in the relevant Offering Statement on Form 1-A, herein as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “ProceduresAsset Sale Closing”).

Option Exercise. Optionee shall have the right, but not the obligation, to exercise the Option at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no earlier fewer than one [__] (1[__]) day days after the date of the Exercise Notice and no later than one [__] (1[__]) day days after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: : ▇. ▇▇ pay Optionor [_____________] Dollars ($[_____]) by wire transfer to Optionor of immediately available funds, on the Closing Date. b. [To issue to Optionor pursuant to the Offering that number of Series Interests mutually agreed upon by the Parties, the having a value of which equal to [_____] dollars ($[_____] USD) (the “Equity Value”) shall be determined by the asset seller at the time of the Closing of the Offering immediately after giving effect to the issuance of the Series Interests to Optionor and all other investors in the Offering), unless otherwise agreed to in writing between the parties. The which number of Series shall be Interests is calculated by dividing the Equity Value by the price per interest applicable to such Series Interest set forth in the relevant Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)].

Option Exercise. (a) To the extent not previously exercised, vested installments shall accumulate and the Optionee shall have may exercise them thereafter in whole or in part. Any provision of this Agreement to the rightcontrary notwithstanding, but not the obligation, to exercise the Option at any time on or shall expire and no longer be exercisable after the Effective Date and through date which is the Option Expiration sixth (6th) anniversary of the Grant Date (the “Option PeriodExpiration Date”). (b) The Option shall be exercisable in accordance with the process and procedures established by the Company and communicated to the Optionee. It is hereby acknowledged and agreed that If no such procedures are communicated, the Option hereby granted constitutes shall be exercisable by a present and absolute grant of written notice in the Option as of form attached hereto which shall: (i) state the date hereof. In order election to exercise the Option, Optionee shall deliver prior the number of shares of Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, be accompanied by (i) proof satisfactory to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no earlier than one (1) day after the date Company’s legal counsel of the Exercise Notice and no later than one (1) day after the end right of such person or persons to exercise the Option Period. Upon Optionee’s exercise and (ii) evidence that such person or persons other than the Optionee have agreed to be bound by all of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: number of Series Interests mutually agreed upon by the Parties, the value of which (the “Equity Value”) shall be determined by the asset seller at the time of the Closing Option to the same extent as the Optionee; and (iii) be in writing and delivered to the General Counsel of the Offering immediately after giving effect Company pursuant to the issuance of the Series Interests to Optionor and all other investors in the Offering, unless otherwise agreed to in writing between the parties. The number of Series shall be calculated by dividing the Equity Value by the price per Series Interest Notice provision set forth in Section 9(c) of this Agreement. (c) Payment of the relevant Offering Statement on Form 1-A, as filed full exercise price of any shares of Common Stock with respect to which the Option is being exercised shall accompany the exercise of the Option. Payment shall be made in accordance with the process and qualified procedures established by the Securities Company and Exchange Commissioncommunicated to the Optionee which may include, provided that Optionor if the Company so approves, payment (i) in cash or by certified check, bank draft or money order; (ii) by tendering to the Company shares of Common Stock then owned by the Optionee, duly endorsed for transfer or with duly executed stock power attached, which shares shall comply with customary procedures be valued at their Fair Market Value as of the date of such exercise and requirements payment or (iii) by delivery of irrevocable instructions to a broker designated by the Company to deliver to the Company a sufficient amount of cash to pay the exercise price and any applicable to other investors in Series Interests as Optionee or its affiliates determineincome and employment withholding taxes (“Cashless Exercise”). At the election of the Optionee, payment may also be made, in accordance with the process and procedures established by the Company and communicated to the Optionee, by withholding shares of Common Stock otherwise deliverable upon exercise of an Option, which shares shall be valued at their sole discretion, to be necessary Fair Market Value as of the date of such exercise and advisable payment (the “ProceduresNet Exercise”).

Option Exercise. (a) Except as otherwise provided in Section 7: (i) during the lifetime of the Optionee, only the Optionee shall have the right, but not the obligation, to may exercise the Option or any portion thereof, and (ii) after the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3(c), be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (b) Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the time when the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”or portion thereof becomes unexercisable under Section 3(c); provided, however, that the Closing Date each partial exercise shall be no earlier than one for whole shares only. (c) The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company’s corporate secretary of all of the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c): (i) Notice in writing signed by the Optionee, specifically stating the number of shares with respect to which the Option is being exercised; (ii) Full payment for the shares with respect to which such Option or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personal, certified, or bank cashiers check; (B) shares of Common Stock which have been owned by the Optionee for at least six months duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (C) to the extent permitted by the Committee (1) day after shares of the Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the Exercise Notice aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and no later than one (1) day after that the end broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option Period. Upon Optionee’s exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment to the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: number of Series Interests mutually agreed upon by the Parties, the value of which (the “Equity Value”) or portion thereof shall be determined exercised pursuant to Section 7 by any person or persons other than the asset seller at the time Optionee, appropriate proof of the Closing right of such person or persons to exercise the Offering immediately after giving effect to the issuance of the Series Interests to Optionor and all other investors in the Offering, unless otherwise agreed to in writing between the parties. The number of Series shall be calculated by dividing the Equity Value by the price per Series Interest set forth in the relevant Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee Option or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)portion thereof.

Option Exercise. (a) To the extent not previously exercised, vested installments shall accumulate and the Optionee shall have may exercise them thereafter in whole or in part. Any provision of this Agreement to the rightcontrary notwithstanding, but not the obligation, to exercise the Option at any time on or shall expire and no longer be exercisable after the Effective Date and through date which is the Option Expiration tenth (10th) anniversary of the Grant Date (the “Option PeriodExpiration Date”). (b) The Option shall be exercisable in accordance with the process and procedures established by the Company and communicated to the Optionee. It is hereby acknowledged and agreed that If no such procedures are communicated, the Option hereby granted constitutes shall be exercisable by a present and absolute grant of written notice in the Option as of form attached hereto which shall: (i) state the date hereof. In order election to exercise the Option, Optionee shall deliver prior the number of shares of Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, be accompanied by (i) proof satisfactory to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no earlier than one (1) day after the date Company’s legal counsel of the Exercise Notice and no later than one (1) day after the end right of such person or persons to exercise the Option Period. Upon Optionee’s exercise and (ii) evidence that such person or persons other than the Optionee have agreed to be bound by all of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: number of Series Interests mutually agreed upon by the Parties, the value of which (the “Equity Value”) shall be determined by the asset seller at the time of the Closing Option to the same extent as the Optionee; and (iii) be in writing and delivered to the General Counsel of the Offering immediately after giving effect Company pursuant to the issuance of the Series Interests to Optionor and all other investors in the Offering, unless otherwise agreed to in writing between the parties. The number of Series shall be calculated by dividing the Equity Value by the price per Series Interest Notice provision set forth in Section 9(c) of this Agreement. (c) Payment of the relevant Offering Statement on Form 1-A, as filed full exercise price of any shares of Common Stock with respect to which the Option is being exercised shall accompany the exercise of the Option. Payment shall be made in accordance with the process and qualified procedures established by the Securities Company and Exchange Commissioncommunicated to the Optionee which may include, provided that Optionor if the Company so approves, payment (i) in cash or by certified check, bank draft or money order; (ii) by tendering to the Company shares of Common Stock then owned by the Optionee, duly endorsed for transfer or with duly executed stock power attached, which shares shall comply with customary procedures be valued at their Fair Market Value as of the date of such exercise and requirements applicable payment or (iii) by delivery of irrevocable instructions to other investors in Series Interests as Optionee or its affiliates determinea broker designated by the Company to deliver to the Company a sufficient amount of cash to pay the exercise price (“Cashless Exercise”). At the election of the Optionee, payment may also be made, in accordance with the process and procedures established by the Company and communicated to the Optionee, by withholding shares of Common Stock otherwise deliverable upon exercise of an Option, which shares shall be valued at their sole discretion, to be necessary Fair Market Value as of the date of such exercise and advisable payment (the “ProceduresNet Exercise”).

Option Exercise. Optionee The Option may be exercised in whole or in part from time to time with respect to whole shares only, within the period permitted for the exercise thereof. The Option shall have become exercisable in the rightfollowing manner: (i) Commencing with the first anniversary of the Grand Date, but twenty percent (20%) of the Option shall be exercisable; (ii) Commencing with the second anniversary of the Grant Date, forty percent (40%) of the Option shall be exercisable; (iii) Commencing with the third anniversary of the Grant Date, such Option shall be exercisable only to the extent of sixty percent (60%) of the shares covered by such Option; (iv) Commencing with the fourth anniversary of the Grant Date, such Option shall be exercisable only to the extent of eighty percent (80%) of the shares covered by such Option; and (v) Commencing with the fifth anniversary of the Grant Date, such Option shall be exercisable as to all shares covered by such Option. Notwithstanding any other provision in this Agreement, the Option may not be exercised after the obligation, expiration of ten (10) years from its Grant Date. The Option shall be exercised by: (A) written notice of intent to exercise the Option with respect to a specific number of shares of Stock, which is delivered by hand delivery or registered or certified mail, return receipt requested, to the Bank at any time on its principal office, Attention: Corporate Secretary; and (B) payment in full (by a check or after money order payable to “Premier Community Bank of Florida”) to the Effective Date and through Bank at such office of the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant amount of the Option as Price for the number of shares of Stock with respect to which the date Option is then being exercised. Each such notice of exercise shall be accompanied by any documents required by the Bank under Section 4.6 hereof. In order addition to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no earlier than one (1) day after the date of the Exercise Notice and no later than one (1) day after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: number of Series Interests mutually agreed upon by the Parties, the value of which (the “Equity Value”) shall be determined by the asset seller at the time of the Closing payment of the Offering immediately after giving effect Option Price, the Optionee shall pay to the Bank in cash the full amount of all federal, state, and local withholding or other employment taxes, if any, applicable to the taxable income of the Optionee resulting from such exercise, and any sales, transfer, or similar taxes imposed with respect to the issuance or transfer of the Series Interests to Optionor and all other investors shares of Stock in the Offering, unless otherwise agreed to in writing between the parties. The number of Series shall be calculated by dividing the Equity Value by the price per Series Interest set forth in the relevant Offering Statement on Form 1-A, as filed connection with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)such exercise.

Option Exercise. (a) To the extent not previously exercised, vested installments shall accumulate and the Optionee shall have may exercise them thereafter in whole or in part. Any provision of this Agreement to the rightcontrary notwithstanding, but not the obligation, to exercise the Option at any time on or shall expire and no longer be exercisable after the Effective Date and through date which is the Option Expiration tenth (10th) anniversary of the Grant Date (the “Option PeriodExpiration Date”). (b) The Option shall be exercisable in accordance with the process and procedures established by the Company and communicated to the Optionee. It is hereby acknowledged and agreed that If no such procedures are communicated, the Option hereby granted constitutes shall be exercisable by a present and absolute grant of written notice in the Option as of form attached hereto which shall: (i) state the date hereof. In order election to exercise the Option, Optionee shall deliver prior the number of shares of Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, be accompanied by (i) proof satisfactory to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no earlier than one (1) day after the date Company’s legal counsel of the Exercise Notice and no later than one (1) day after the end right of such person or persons to exercise the Option Period. Upon Optionee’s exercise and (ii) evidence that such person or persons other than the Optionee have agreed to be bound by all of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: number of Series Interests mutually agreed upon by the Parties, the value of which (the “Equity Value”) shall be determined by the asset seller at the time of the Closing Option to the same extent as the Optionee; and (iii) be in writing and delivered to the General Counsel of the Offering immediately after giving effect Company pursuant to the issuance of the Series Interests to Optionor and all other investors in the Offering, unless otherwise agreed to in writing between the parties. The number of Series shall be calculated by dividing the Equity Value by the price per Series Interest Notice provision set forth in Section 9(c) of this Agreement. (c) Payment of the relevant Offering Statement on Form 1-A, as filed full exercise price of any shares of Common Stock with respect to which the Option is being exercised shall accompany the exercise of the Option. Payment shall be made in accordance with the process and qualified procedures established by the Securities Company and Exchange Commissioncommunicated to the Optionee which may include, provided that Optionor if the Company so approves, payment (i) in cash or by certified check, bank draft or money order; (ii) by tendering to the Company shares of Common Stock then owned by the Optionee, duly endorsed for transfer or with duly executed stock power attached, which shares shall comply with customary procedures be valued at their Fair Market Value as of the date of such exercise and requirements payment or (iii) by delivery of irrevocable instructions to a broker designated by the Company to deliver to the Company a sufficient amount of cash to pay the exercise price and any applicable to other investors in Series Interests as Optionee or its affiliates determineincome and employment withholding taxes (“Cashless Exercise”). At the election of the Optionee, payment may also be made, in accordance with the process and procedures established by the Company and communicated to the Optionee, by withholding shares of Common Stock otherwise deliverable upon exercise of an Option, which shares shall be valued at their sole discretion, to be necessary Fair Market Value as of the date of such exercise and advisable payment (the “ProceduresNet Exercise”).

Option Exercise. Optionee shall have (a) Unless otherwise provided in the rightStock Option Agreement or Section 6.6 hereof, but not the obligation, to exercise the an Option may be exercised at any time on or after from time to time during the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant term of the Option as to any or all full shares which have become Purchasable under the provisions of the date hereof. In order to exercise the Option, Optionee but not at any time as to less than 100 shares unless the remaining shares that have become so Purchasable are less than 100 shares. The Committee shall deliver prior have the authority to prescribe in any Stock Option Agreement that the Option may be exercised only in accordance with a vesting schedule during the term of the Option. (b) An Option shall be exercised by (i) delivery to the Option Expiration Date Company at its principal office a written notice of exercise with respect to a specified number of shares of Stock and (ii) payment to the “Company at that office of the full amount of the Exercise Notice”Price for such number of shares in accordance with Section 6.7(c). If requested by an Optionee, an Option may be exercised with the involvement of a stockbroker in accordance with the federal margin rules set forth in Regulation T (in which case the certificates representing the underlying shares will be delivered by the Company directly to the stockbroker). (c) The Exercise Price is to Optionor specifying be paid in full in cash upon the date (exercise of the “Closing Date”) on which settlement hereunder Option and the Company shall occur (not be required to deliver certificates for the “Closing”)shares purchased until such payment has been made; provided, however, that the Closing Date shall be no earlier than one (1) day after the date in lieu of cash, all or any portion of the Exercise Notice Price may be paid by tendering to the Company shares of Stock duly endorsed for transfer and no later than one (1) day after owned by the end Optionee, or by authorization to the Company to withhold shares of the Option Period. Upon Optionee’s Stock otherwise issuable upon exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from OptionorOption, in each case upon to be credited against the terms Exercise Price at the Fair Market Value of such shares on the date of exercise (however, no fractional shares may be so transferred, and conditions set forth herein. If Optionee delivers an the Company shall not be obligated to make any cash payments in consideration of any excess of the aggregate Fair Market Value of shares transferred over the aggregate Exercise NoticePrice); provided further, Optionee agrees: number of Series Interests mutually agreed upon by that the Parties, the value of which Board may provide in a Stock Option Agreement (the “Equity Value”) shall be determined by the asset seller or may otherwise determine in its sole discretion at the time of the Closing exercise) that, in lieu of cash or shares, all or a portion of the Offering immediately after giving effect Exercise Price may be paid by the Optionee's execution of a recourse note equal to the issuance Exercise Price or relevant portion thereof, subject to compliance with applicable state and federal laws, rules and regulations. (d) In addition to and at the time of payment of the Series Interests Exercise Price, the Optionee shall pay to Optionor the Company in cash the full amount of any federal, state, and all local income, employment, or other investors withholding taxes applicable to the taxable income of such Optionee resulting from such exercise; provided, however, that in the Offeringdiscretion of the Committee any Stock Option Agreement may provide that all or any portion of such tax obligations, unless together with additional taxes not exceeding the actual additional taxes to be owed by the Optionee as a result of such exercise, may, upon the irrevocable election of the Optionee, be paid by tendering to the Company whole shares of Stock duly endorsed for transfer and owned by the Optionee, or by authorization to the Company to withhold shares of Stock otherwise agreed to issuable upon exercise of the Option, in writing between the parties. The either case in that number of Series shall shares having a Fair Market Value on the date of exercise equal to the amount of such taxes thereby being paid, and subject to such restrictions as to the approval and timing of any such election as the Committee may from time to time determine to be calculated by dividing necessary or appropriate to satisfy the Equity Value by conditions of the price per Series Interest exemption set forth in Rule 16b-3 under the relevant Offering Statement on Form 1-AExchange Act, as filed if such rule is applicable. (e) The holder of an Option shall not have any of the rights of a shareholder with respect to the shares of Stock subject to the Option until such shares have been issued and qualified by transferred to the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (upon the “Procedures”)exercise of the Option.

Option Exercise. Optionee shall have the right, but not the obligation, to exercise the Option at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no earlier fewer than one (1) day days after the date of the Exercise Notice and no later than one (1) day days after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: : ▇. ▇▇ pay Optionor Five Hundred and Nine Thousand Dollars ($508,500) by wire transfer to Optionor of immediately available funds, on the Closing Date. ▇. ▇▇ issue to Optionor pursuant to the Offering that number of Series Interests mutually agreed upon by the Parties, the having a value of which equal to Fifty Eight Thousand Five Hundred Dollars ($59,000.00 USD) (the “Equity Value”) shall be determined by the asset seller at the time of the Closing of the Offering immediately after giving effect to the issuance of the Series Interests to Optionor and all other investors in the Offering), unless otherwise agreed to in writing between the parties. The which number of Series shall be Interests is calculated by dividing the Equity Value by the price per interest applicable to such Series Interest set forth in the relevant Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”).

Option Exercise. Optionee shall have (a) Unless otherwise provided in the rightStock Option Agreement, but not the obligation, to exercise the an Option may be exercised at any time on or after from time to time during the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant term of the Option as to any or all whole shares that have become Purchasable under the provisions of the date hereof. In order to exercise the Option, Optionee but not at any time as to less than 100 shares unless the remaining shares that have become so Purchasable are less than 100 shares. The Board shall deliver prior have the authority to prescribe in any Stock Option Agreement that the Option may be exercised only in accordance with a vesting schedule during the term of the Option. (b) An Option shall be exercised by (i) delivery to the Option Expiration Date a Treasurer of the Company at its principal office of written notice of exercise with respect to a specified number of shares of Stock, and (ii) payment to the “Exercise Notice”Company at that office of the full amount of the Option Price for such number of shares. (c) to Optionor specifying The Option Price shall be paid in full upon the date (exercise of the “Closing Date”) on which settlement hereunder shall occur (the “Closing”)Option; provided, however, that the Closing Date shall Board may provide in a Stock Option Agreement that, in lieu of cash, all or any portion of the Option Price may be no earlier than one (1) day after paid by tendering to the Company shares of Stock duly endorsed for transfer and owned by the Optionee, to be credited against the Option Price at the Fair Market Value of such shares on the date of exercise (however, no fractional shares may be so transferred, and the Exercise Notice and no later than one (1) day after the end Company shall not be obligated to make any cash payments in consideration of any excess of the Option Period. Upon Optionee’s exercise aggregate Fair Market Value of shares transferred over the Option as above provided, this Agreement will automatically become an agreement by Optionor aggregate option price). (d) In addition to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: number of Series Interests mutually agreed upon by the Parties, the value of which (the “Equity Value”) shall be determined by the asset seller at the time of the Closing payment of the Offering immediately after giving effect Option Price, the Optionee shall pay to the issuance Company in cash the full amount of any federal, state and local income, employment or other taxes required to be withheld from the income of such Optionee as a result of such exercise; provided, however, that in the discretion of the Series Interests Board any Stock Option Agreement may provide that all or any portion of such tax obligations, together with additional taxes not exceeding the actual additional taxes to Optionor be owed by the Optionee as a result of such exercise, may, upon the irrevocable election of the Optionee, be paid by tendering to the Company whole shares of Stock duly endorsed for transfer and all other investors owned by the Optionee, or by authorization to the Company to withhold shares of Stock otherwise issuable upon exercise of the Option, in the Offering, unless otherwise agreed to either case in writing between the parties. The that number of Series shall shares having a Fair Market Value on the date of exercise equal to the amount of such taxes thereby being paid, and subject to such restrictions as to the approval and timing of any such election as the Board may from time to time determine to be calculated by dividing necessary or appropriate to satisfy the Equity Value by conditions of the price per Series Interest exemption set forth in Rule 16b-3 under the relevant Offering Statement on Form 1-A, as filed 1934 Act. (e) The holder of an Option shall not have any of the rights of a stockholder with respect to the shares of Stock subject to the Option until such shares have been issued and qualified by transferred to him upon the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (exercise of the “Procedures”)Option.

Option Exercise. Optionee shall have (a) Unless otherwise provided in the rightAward Agreement or Section 6.6 of this Plan, but not the obligation, to exercise the an Option may be exercised at any time on or after from time to time during the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant term of the Option as to any or all full shares which have become Purchasable under the provisions of the date hereof. In order to exercise the Option, Optionee but not at any time as to fewer than 100 shares unless the remaining shares that have become so Purchasable are fewer than 100 shares. The Committee shall deliver prior have the authority to prescribe in any Award Agreement that the Option may be exercised only in accordance with a vesting schedule during the term of the Option. (b) An Option shall be exercised by (i) delivery to the Option Expiration Date Company at its principal office a written notice of exercise with respect to a specified number of shares of Stock and (ii) payment to the “Company at that office of the full amount of the Exercise Notice”Price for such number of shares of Stock in accordance with Section 6.7(c). (c) The Exercise Price is to Optionor specifying be paid in full in cash upon the date (exercise of the “Closing Date”) on which settlement hereunder Option, and the Company shall occur (not be required to deliver certificates for the “Closing”)shares of Stock purchased until such payment has been made; provided, however, that in lieu of cash, in the Closing Date shall Committee’s sole discretion, all or any portion of the Exercise Price may be no earlier than one paid by (1i) day after the Optionee’s tender to the Company shares of Stock duly endorsed for transfer and owned by the Optionee, to be credited against the Exercise Price at the Fair Market Value of such shares on the date of exercise (however, no fractional shares may be so transferred, and the Company shall not be obligated to make any cash payments in consideration of any excess of the aggregate Fair Market Value of shares transferred over the aggregate Exercise Price), (ii) the Optionee’s execution of a recourse note equal to the Exercise Notice Price or relevant portion thereof, subject in either case to compliance with applicable state and no later than one federal laws, rules and regulations, or (1iii) day after such other means as the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor Committee may accept. (d) In addition to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: number of Series Interests mutually agreed upon by the Parties, the value of which (the “Equity Value”) shall be determined by the asset seller at the time of the Closing payment of the Offering immediately after giving effect Exercise Price, the Optionee shall pay to the issuance Company in cash the full amount of any federal, state, and local income, employment, or other withholding taxes applicable to the taxable income of such Optionee resulting from such exercise; provided, however, that in the discretion of the Series Interests Committee any Award Agreement may provide that all or any portion of such tax obligations, together with additional taxes not exceeding the minimum required withholding obligation owed by the Optionee as a result of such exercise, may, upon the irrevocable election of the Optionee, be paid by tendering to Optionor the Company whole shares of Stock duly endorsed for transfer and all other investors owned by the Optionee, in the Offering, unless otherwise agreed to in writing between the parties. The that number of Series shall shares having a Fair Market Value on the date of exercise equal to the amount of such taxes thereby being paid, and subject to such restrictions as to the approval and timing of any such election as the Committee may from time to time determine to be calculated by dividing necessary or appropriate to satisfy the Equity Value by conditions of the price per Series Interest exemption set forth in Rule 16b-3 under the relevant Offering Statement on Form 1-AExchange Act, as filed if such rule is applicable. (e) The holder of an Option shall not have any of the rights of a stockholder with respect to the shares of Stock subject to the Option until such shares have been issued and qualified by delivered to the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (Grantee upon the “Procedures”)exercise of the Option.

Option Exercise. Optionee shall have the right, but not the obligation, to exercise the (a) This Option at any time on or after the Effective Date and through the Option Expiration Date may be exercised by (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior i) delivery to the Option Expiration Date Company at its principal office a written notice of exercise with respect to a specified number of shares of Stock and (ii) payment to the “Company at that office of the full amount of the Exercise Notice”Price for such number of shares in accordance with Section 3.2 (b). If requested by the Optionee, this Option may be exercised with the involvement of a stockbroker in accordance with the federal margin rules set forth in Regulation T (in which case the certificates representing the underlying shares will be delivered by the Company directly to the stockbroker). (b) The Exercise Price is to Optionor specifying be paid in full in cash upon the date (exercise of this Option and the “Closing Date”) on which settlement hereunder Company shall occur (not be required to deliver certificates for the “Closing”)shares purchased until such payment has been made; provided, however, that the Closing Date shall be no earlier than one (1i) day after the date in lieu of cash, all or any portion of the Exercise Notice Price may be paid by tendering to the Company shares of Stock duly endorsed for transfer and no later than one (1) day after owned by the end Optionee, or by authorization to the Company to withhold shares of the Option Period. Upon Optionee’s Stock otherwise issuable upon exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from OptionorOption, in each case upon to be credited against the terms Exercise Price at the Fair Market Value (as defined herein) of such shares on the date of exercise (however, no fractional shares may be so transferred, and conditions set forth herein. If Optionee delivers an the Company shall not be obligated to make any cash payments in consideration of any excess of the aggregate Fair Market Value of shares transferred over the aggregate Exercise NoticePrice); and (ii) in lieu of cash or shares of Stock, Optionee agrees: number all or a portion of Series Interests mutually agreed upon the Exercise Price may be paid by the Parties, Optionee's execution of a recourse note equal to the value of which (the “Equity Value”) Exercise Price or relevant portion thereof. The Option shall be determined deemed exercised and the shares of Stock purchased thereby shall be deemed issued as of the date such payment is received by the asset seller at the time of the Closing of the Offering immediately after giving effect to the issuance of the Series Interests to Optionor and all other investors in the Offering, unless otherwise agreed to in writing between the parties. The number of Series shall be calculated by dividing the Equity Value by the price per Series Interest set forth in the relevant Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)Company.

Option Exercise. Optionee The Option may be exercised in whole or in part from time to time with respect to whole shares only, within the period permitted for the exercise thereof. The Option shall have become exercisable in the rightfollowing manner: (i) Commencing with the first anniversary of the Grant Date, but twenty percent (20%) of the Option shall be exercisable; (ii) Commencing with the second anniversary of the Grant Date, forty percent (40%) of the Option shall be exercisable; (iii) Commencing with the third anniversary of the Grant Date, such Option shall be exercisable only to the extent of sixty percent (60%) of the shares covered by such Option; (iv) Commencing with the fourth anniversary of the Grant Date, such Option shall be exercisable only to the extent of eighty percent (80%) of the shares covered by such Option; and (v) Commencing with the fifth anniversary of the Grant Date, such Option shall be exercisable as to all shares covered by such Option. Notwithstanding any other provision in this Agreement, the Option may not be exercised after the obligation, expiration of ten (10) years from its Grant Date. The Option shall be exercised by: (A) written notice of intent to exercise the Option with respect to a specific number of shares of Stock, which is delivered by hand delivery or registered or certified mail, return receipt requested, to the Bank at any time on its principal office, Attention: Corporate Secretary; and (B) payment in full (by a check or after money order payable to “Premier Community Bank of Florida”) to the Effective Date and through Bank at such office of the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant amount of the Option as Price for the number of shares of Stock with respect to which the date Option is then being exercised. Each such notice of exercise shall be accompanied by any documents required by the Bank under Section 4.6 hereof. In order addition to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no earlier than one (1) day after the date of the Exercise Notice and no later than one (1) day after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: number of Series Interests mutually agreed upon by the Parties, the value of which (the “Equity Value”) shall be determined by the asset seller at the time of the Closing payment of the Offering immediately after giving effect Option Price, the Optionee shall pay to the Bank in cash the full amount of all federal, state, and local withholding or other employment taxes, if any, applicable to the taxable income of the Optionee resulting from such exercise, and any sales, transfer, or similar taxes imposed with respect to the issuance or transfer of the Series Interests to Optionor and all other investors shares of Stock in the Offering, unless otherwise agreed to in writing between the parties. The number of Series shall be calculated by dividing the Equity Value by the price per Series Interest set forth in the relevant Offering Statement on Form 1-A, as filed connection with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)such exercise.

Option Exercise. Optionee Options may be exercised in whole or in part from time to time with respect to whole shares only, within the period permitted for the exercise thereof. Each Option shall have become exercisable in the right, but not following manner: (i) During the obligation, to exercise the Option at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no earlier than one (1) day first year after the date of grant of the Exercise Notice and Options, no later than one portion of the Options shall be exercisable; (1ii) day During the second year after the end date of grant of the Option PeriodOptions, thirty-three percent (33%) of the Options shall be exercisable; (iii) During the third year after the date of grant of such Options, sixty-six percent (66%) of the Options shall be exercisable; and (iv) During the fourth and each succeeding year after the date of grant of such Options, such Options shall be exercisable as to all shares covered by such Options. Other than as set forth in Section 5.5 (d) and notwithstanding any other provision in this Plan, no option granted under the Plan may be exercised more than ten (10) years after the date on which it is granted. All Options granted under the Plan will be Net-Settled Options. Upon Optionee’s exercise, the Company shall withhold such numbers of shares of stock then issuable upon exercise of the Option as above providedshall have an aggregate Fair Market Value equal to the Option Price for the shares being acquired upon exercise of the Option. In addition to the Exercise Price, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase Bank shall withhold from the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: number of Series Interests mutually agreed upon by shares issued the Parties, number of shares equal to the value of which (the “Equity Value”) shall be determined by the asset seller minimum statutory withholding in effect at the time of the Closing Exercise. The Optionee shall be responsible for any additional federal, state and local withholding or employment taxes, if any, applicable to the taxable income of the Offering immediately after giving effect Optionee resulting from such exercise, and any sales, transfer or similar taxes imposed with respect to the issuance or transfer of shares of stock in connection with such net-settled exercise. Options shall be exercised by Optionee providing written notice of intent to exercise the Series Interests Option with respect to Optionor and all other investors in the Offering, unless otherwise agreed to in writing between the parties. The a specific number of Series shares which shall be calculated delivered by dividing the Equity Value hand delivery, by the price per Series Interest set forth in the relevant Offering Statement on Form 1-Aovernight delivery, as filed with and qualified signature required or by the Securities and Exchange Commissioncertified U.S. Mail, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretionreturn receipt requested, to be necessary and advisable (the “Procedures”)Bank’s principal office.

Option Exercise. Optionee 2.1 Party A shall have exercise the rightExclusive Option to the extent permitted by the laws of China. Party A shall determine the time, but not the obligation, manner and frequency to exercise the Exclusive Option at any time on or after the Effective Date and through the Option Expiration Date in its discretion; 2.2 Party A shall send a notice (the hereinafter referred to as “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Equity Purchase Notice”) to Optionor Party B and the Target Company whenever it determines to exercise the Exclusive Equity Option specifying the date shares of the Purchased Equities that it will purchase from Party B. 2.3 Party A shall send a notice (the hereinafter referred to as “Closing DateAsset Purchase Notice”) on which settlement hereunder shall occur (to Party B and the “Closing”); providedTarget Company whenever it determines to exercise the Exclusive Asset Option specifying the amount of the Purchased Assets that it will purchase from the Target Company. 2.4 In the event that Party A exercises its Exclusive Option, howeverfor the purpose of making the equity/assets transfer in full conformity with this Agreement and the relevant laws, that both in substance and in procedure, Party B and the Closing Date shall be no earlier than one Target Company undertake to take the following actions individually or jointly: (1) day after Party B and the Target Company shall make and sign all necessary documents relating to the Purchased Equities/Assets transfer in the manner referred in Articles 2.2 and 2.3 hereof, to transfer all the Purchased Equities/Assets to Party A and/or the Designee at one time within seven working days from the date of the Exercise Notice and no later than one (1) day after the end delivery of the Option Period. Upon Optionee’s exercise purchase notice to Party B and the Target Company; (2) for the purpose of the Option Purchased Equities transfer, if necessary, Party B and the Target Company shall enter into the Equity Transfer Agreement (hereinafter referred to as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: number of Series Interests mutually agreed upon by the Parties, the value of which (the “Equity ValueTransfer Agreement”) shall be determined by the asset seller at the time of the Closing of the Offering immediately after giving effect to the issuance of the Series Interests to Optionor and all other investors in the Offering, unless otherwise agreed to in writing between the parties. The number of Series shall be calculated by dividing the Equity Value by the price per Series Interest format set forth in Annex IV hereof. If the content and format of the Equity Transfer Agreement are otherwise stipulated by the laws of China, the content and format in conformity with the laws of China shall prevail. The closing of the Purchased Equities (subject to the completion of the industrial and commercial change registration procedures by the industry and commerce administration) shall not be later than fifteen working days from the date on which the Equity Purchase Notice delivered to Party B and the Target Company, unless the parties agree otherwise according to the actual circumstances; (3) Party B and the Target Company shall enter into one or more Power of Attorney with the content and format set forth in Annex V, to authorize Party A to designate any person to execute and delivery the Equity/Asset Transfer Agreement and other documents under this Agreement on the behalf of Party B and the Target Company; (4) Party B and the Target Company shall take all necessary actions to carry out and complete without delay the relevant Offering Statement on Form 1formalities of approval and registration and effectively register the Purchased Equities/Assets in the name of Party A and/or the Designee without any security interest. For the purposes of this Article and this Agreement, “security interest” includes security, mortgage, pledge, the right or interest of the third-party, any share option, acquisition right, preemptive right, right of set-off, retention of title or other security arrangement, excluding any security interest arising from the Equity Pledge Agreement (hereinafter referred to as “Equity Pledge Agreement”) entered into by Party A, Party B and the Target Company this [ ] day of [ ], 2018; (5) Party B and the Target Company shall take all necessary actions to ensure that the Purchased Equities/Assets transfer shall not be interfered with in substance or procedure. Neither Party B nor the Target Company shall impose any obstacles or restrictions on the Purchased Equities/Assets transfer, except the conditions expressly stipulated in this Agreement. 2.5 The parties agree that (a) after Party A exercises the Exclusive Equity Option, in respect to the Consideration of the equity transfer collected by Party B, except for the repayment of the loans under the Loan Agreement (hereinafter referred to as filed with “Loan Agreement”) enter into by Party A and qualified Party B this 12th day of December, 2018 and the payment of the taxes (if any) arising from the performance of this Agreement, the remaining shall be paid to Party A or the Designee of Party A free of charge; (b) after Party A exercises the Exclusive Asset Option, in respect to the Consideration of the asset transfer collected by the Securities and Exchange CommissionTarget Company, provided that Optionor shall comply with customary procedures and requirements applicable to except for the amount retained as dividend or other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, proceeds to be necessary and advisable (distributed to party B for the “Procedures”)repayment of the loans under the Loan Agreement, the remaining shall be paid to Party A or the Designee of Party A free of charge.

Option Exercise. Optionee The Option may be exercised in whole or in part from time to time with respect to whole shares only, within the period permitted for the exercise thereof. The Option shall have become exercisable in the rightfollowing manner: (i) At the end of the first year after the date of grant of the Options, but twenty percent (20%) of the Options shall be exercisable; (ii) At the end of the second year after the date of grant of such Options, forty percent (40%) of the Options shall be exercisable; (iii) At the end of the third year after the date of grant of such Options, such Options shall be exercisable only to the extent of sixty percent (60%) of the shares covered by such Options; (iv) At the end of the fourth year after the date of grant of such Options, such Options shall be exercisable only to the extent of eighty percent (80%) of the shares covered by such Options; and (v) Following the fifth year after the date of grant of such Options, such Options shall be exercisable as to all shares covered by such Options. Notwithstanding any other provision in this Agreement, the Option may not be exercised after the obligation, expiration of ten (10) years from its Grant Date. The Option shall be exercised by: (A) written notice of intent to exercise the Option with respect to a specific number of shares of Stock, which is delivered by hand delivery or registered or certified mail, return receipt requested, to the Company at any time on or after the Effective Date its principal office, Attention: Corporate Secretary; and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant B) payment in full of the Option as Price in accordance with the provisions of the date Plan for the number of shares of Stock with respect to which the Option is then being exercised. Each such notice of exercise shall be accompanied by any documents required by the Company under Section 4.6 hereof. In order addition to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no earlier than one (1) day after the date of the Exercise Notice and no later than one (1) day after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: number of Series Interests mutually agreed upon by the Parties, the value of which (the “Equity Value”) shall be determined by the asset seller at the time of the Closing payment of the Offering immediately after giving effect Option Price, the Optionee shall pay to the Company in cash the full amount of all federal, state, and local withholding or other employment taxes, if any, applicable to the taxable income of the Optionee resulting from such exercise, and any sales, transfer, or similar taxes imposed with respect to the issuance or transfer of the Series Interests to Optionor and all other investors shares of Stock in the Offering, unless otherwise agreed to in writing between the parties. The number of Series shall be calculated by dividing the Equity Value by the price per Series Interest set forth in the relevant Offering Statement on Form 1-A, as filed connection with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)such exercise.

Option Exercise. (a) During the lifetime of the Optionee, only the Optionee shall have the right, but not the obligation, to may exercise the Option or any portion thereof, and after the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3(e), be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (b) Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the time when the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”or portion thereof becomes unexercisable under Section 3(e); provided, however, that each partial exercise (other than the Closing Date exercise of the entire Option) shall be no earlier than one for whole shares only. (c) The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company’s corporate secretary of all of the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(e): (i) Notice in writing signed by the Optionee, specifically stating the number of shares with respect to which the Option is being exercised; (ii) Full payment for the shares with respect to which such Option or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personal, certified, or bank cashiers check; or (B) with the consent of the Committee (1) day after shares of Common Stock which have been owned by the Optionee for at least six months duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the Exercise Notice and no later than one (1) day after the end aggregate exercise price of the Option Period. Upon Optionee’s or exercised portion thereof, (2) unless otherwise provided by the Committee, delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option as above providedexercise price, or (3) any combination of the consideration listed in this Agreement will automatically become an agreement Section 4(c)(ii); (iii) The payment to the Company (in cash or by Optionor to sell and convey the Asset to Optionee and an agreement personal, certified or bank cashier or by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: number any other means of Series Interests mutually agreed upon payment approved by the PartiesCommittee) of all amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with the value exercise of which the Option; (iv) Such other documents as the “Equity Value”Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be determined exercised pursuant to Section 4 by any person or persons other than the asset seller at the time Optionee, appropriate proof of the Closing right of such person or persons to exercise the Offering immediately after giving effect to the issuance of the Series Interests to Optionor and all other investors in the Offering, unless otherwise agreed to in writing between the parties. The number of Series shall be calculated by dividing the Equity Value by the price per Series Interest set forth in the relevant Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee Option or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)portion thereof.

Option Exercise. Optionee The Option may be exercised in whole or in part from time to time with respect to whole shares only, within the period permitted for the exercise thereof. The Option shall have become exercisable in the rightfollowing manner: (i) At the end of the first year after the date of grant of the Options, but twenty percent (20%) of the Options shall be exercisable; (ii) At the end of the second year after the date of grant of such Options, forty percent (40%) of the Options shall be exercisable; (iii) At the end of the third year after the date of grant of such Options, such Options shall be exercisable only to the extent of sixty percent (60%) of the shares covered by such Options; (iv) At the end of the fourth year after the date of grant of such Options, such Options shall be exercisable only to the extent of eighty percent (80%) of the shares covered by such Options; and (v) Following the fifth year after the date of grant of such Options, such Options shall be exercisable as to all shares covered by such Options. Notwithstanding any other provision in this Agreement, the Option may not be exercised after the obligation, expiration of ten (10) years from its Grant Date. The Option shall be exercised by: (A) written notice of intent to exercise the Option with respect to a specific number of shares of Stock, which is delivered by hand delivery or registered or certified mail, return receipt requested, to the Company at any time on or after the Effective Date its principal office, Attention: Corporate Secretary; and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant B) payment in full of the Option as Price in accordance with provisions of the date Plan for the number of shares of Stock with respect to which the Option is then being exercised. Each such notice of exercise shall be accompanied by any documents required by the Company under Section 4.6 hereof. In order addition to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no earlier than one (1) day after the date of the Exercise Notice and no later than one (1) day after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: number of Series Interests mutually agreed upon by the Parties, the value of which (the “Equity Value”) shall be determined by the asset seller at the time of the Closing payment of the Offering immediately after giving effect Option Price, the Optionee shall pay to the Company in cash the full amount of all federal, state, and local withholding or other employment taxes, if any, applicable to the taxable income of the Optionee resulting from such exercise, and any sales, transfer, or similar taxes imposed with respect to the issuance or transfer of the Series Interests to Optionor and all other investors shares of Stock in the Offering, unless otherwise agreed to in writing between the parties. The number of Series shall be calculated by dividing the Equity Value by the price per Series Interest set forth in the relevant Offering Statement on Form 1-A, as filed connection with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)such exercise.

Option Exercise. Optionee shall have (a) Unless otherwise provided in the rightStock Option Agreement or Section 6.6 of this Plan, but not the obligation, to exercise the an Option may be exercised at any time on or after from time to time during the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant term of the Option as to any or all full shares which have become Purchasable under the provisions of the date hereof. In order to exercise the Option, Optionee but not at any time as to fewer than 100 shares unless such minimum is waived by the Committee or the remaining shares that have become so Purchasable are fewer than 100 shares. The Committee shall deliver prior have the authority to prescribe in any Stock Option Agreement that the Option may be exercised only in accordance with a vesting schedule during the term of the Option. (b) An Option shall be exercised by (i) delivery to the Option Expiration Date Company at its principal office of a written notice of exercise with respect to a specified number of shares of Stock and (ii) payment to the “Company at that office of the full amount of the Exercise Notice”Price for such number of shares in accordance with Section 6.7(c). If requested by an Optionee, an Option (other than an Incentive Stock Option) may be exercised with the involvement of a stockbroker in accordance with the federal margin rules set forth in Regulation T of the Federal Reserve Board (in which case the certificates representing the underlying shares will be delivered by the Company directly to Optionor specifying the date stockbroker). (c) The Exercise Price is to be paid in full in cash upon the “Closing Date”) on which settlement hereunder exercise of the Option, and the Company shall occur (not be required to deliver certificates for the “Closing”)shares purchased until such payment has been made; provided, however, that in lieu of cash, in the Closing Date shall be no earlier than one (1) day after the date Company’s sole discretion, all or any portion of the Exercise Notice Price may be paid by the Optionee by tendering to the Company shares of Stock duly endorsed for transfer and no later than one (1) day after owned by the end Optionee, or by authorization to the Company to withhold shares of the Option Period. Upon Optionee’s Stock otherwise issuable upon exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from OptionorOption, in each case upon to be credited against the terms Exercise Price at the Fair Market Value of such shares on the date of exercise; provided, however, that no fractional shares may be so transferred, and conditions set forth herein. If Optionee delivers an the Company shall not be obligated to make any cash payments in consideration of any excess of the aggregate Fair Market Value of shares transferred over the aggregate Exercise Notice, Optionee agrees: number of Series Interests mutually agreed upon by the Parties, the value of which Price. (the “Equity Value”d) shall be determined by the asset seller In addition to and at the time of the Closing payment of the Offering immediately after giving effect Exercise Price, the Optionee shall pay to the issuance Company in cash the full amount of any federal, state, and local income, employment, or other withholding taxes applicable to the taxable income of such Optionee resulting from such exercise; provided, however, that in the discretion of the Series Interests Committee any Stock Option Agreement may provide that all or any portion of such tax obligations may, upon the irrevocable election of the Optionee, be paid by tendering to Optionor the Company whole shares of Stock duly endorsed for transfer and all other investors owned by the Optionee, or by authorization to the Company to withhold shares of Stock otherwise issuable upon exercise of the Option, in the Offering, unless otherwise agreed to either case in writing between the parties. The that number of Series shall shares having a Fair Market Value on the date of exercise equal to the amount of such taxes thereby being paid, and subject to such restrictions as to the approval and timing of any such election as the Committee may from time to time determine to be calculated by dividing necessary or appropriate to satisfy the Equity Value by conditions of the price per Series Interest exemption set forth in Rule 16b-3 under the relevant Offering Statement on Form 1-AExchange Act, as filed if such rule is applicable. (e) The holder of an Option shall not have any of the rights of a shareholder with respect to the shares of Stock subject to the Option until such shares have been issued and qualified by delivered to the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (upon the “Procedures”)exercise of the Option.