Common use of Stock Clause in Contracts

Stock. If neither the Common Stock nor the Preferred Stock is publicly held or so listed or traded, Current Market Price per share of the Preferred Stock shall mean the fair value per share as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. (e) Anything herein to the contrary not- withstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Price; provided, however, that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a share of Common Stock or other share or one-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three (3) years from the date of the transaction that mandates such adjustment or (ii) the Expiration Date. (f) If as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares. (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price. (i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment in the number of one one-hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of (j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share that were expressed in the initial Rights Certificates issued hereunder. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the number of one one-hundredths of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-hundredths of a share of Preferred Stock at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill ▇▇ other appropriate instrument evidencing such holder's right to receive

Stock. If neither From and after the Common Stock nor Distribution Date and subject to the Preferred Stock is publicly held or so listed or tradedpenultimate sentence of this Section 26, Current Market Price per share of the Preferred Stock shall mean the fair value per share as determined in good faith by the Board, whose determination shall be described in a statement filed with Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable and that shall be conclusive for all purposes. not adversely affect the interests of the holders of Rights Certificates (e) Anything herein to the contrary not- withstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require other than an increase Acquiring Person or decrease an Affiliate or Associate of at least one percent (1%) in the Purchase Pricean Acquiring Person); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) subject to Section 30, a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any adjustments which by reason other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any Person is an Acquiring Person hereunder, from the majority of the Continuing Directors, that states that the proposed supplement or amendment is in compliance with the terms of this Section 11(e) are not required 26, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 the contrary, supplements or amendments shall be made to the nearest cent or to the nearest ten-thousandth of a share of Common Stock or other share or one-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three (3) years from the date of the transaction that mandates such adjustment or (ii) the Expiration Date. (f) If as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares. (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying only if (x) at the number time of one one-hundredths the action of a share covered by a Right immediately prior to this adjustment, by the Board of Directors of the Company approving such supplement or amendment there are then in office not less than two Continuing Directors and (y) the Purchase Price in effect immediately prior to such adjustment supplement or amendment is approved by a majority of the Purchase PriceContinuing Directors then in office. Prior to the Distribution Date, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment interests of the Purchase Price. (i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment in the number of one one-hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number holders of Rights shall be exercisable for deemed coincident with the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment interests of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of (j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share that were expressed in the initial Rights Certificates issued hereunderCompany Common Stock. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the number of one one-hundredths of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-hundredths of a share of Preferred Stock at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill ▇▇ other appropriate instrument evidencing such holder's right to receive

Stock. If neither Executive shall continue to participate in United's equity incentive plans (the Common Stock nor "Equity Plans") with respect to grants made prior to the Preferred Stock is publicly held Effective Date. Grants made prior to the Effective Date other than pursuant to the Equity Plans (the "Other Grants") shall also remain outstanding. Except as otherwise provided in this Paragraph 3(C)(vii), nothing in this Agreement will increase or so listed or traded, Current Market Price per share diminish the right of Executive to exercise any stock option that becomes exercisable according to the terms of the Preferred Stock shall mean Equity Plans or the fair value per share as determined in good faith by Other Grants, whether before or after termination. Upon the Boardend of the Term, whose determination Executive shall be described in a statement filed with deemed to have retired, regardless of Executive's age, for purposes only of the Rights Agent Equity Plans and shall the Other Grants, so that Executive's unvested options will continue to vest and Executive will be conclusive for all purposes. (e) Anything herein able to exercise Executive's options until the contrary not- withstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Pricefixed expiration date thereof; provided, however, that any adjustments which if Executive does not qualify for Retirement Status at the end of the Term, then (A) if the Term ends pursuant to Paragraph 2(A)(ii) above, by reason virtue of this Section 11(ethe operation of Paragraph 4 (B)(ii) are below, Executive shall not required be deemed to have retired for purposes of the Equity Plans and the Other Grants; or (B) if Executive takes a Competitive Position with a Competitor (each as defined in Paragraph 4(B)(ii) hereof) during the one-year period immediately following the end of the Term (the date, if any, that the Competitive Position is taken, the "Competition Date"), Executive shall be deemed to be made no longer retired as of the Competition Date for purposes of the Equity Plans and the Other Grants, so that all then- unvested options held by Executive shall be carried forward forfeited and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest tenall then-thousandth of a share of Common Stock or other share or one-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required vested options held by this Section 11 shall be made no later than the earlier of (i) three (3) years from the date of the transaction that mandates such adjustment or (ii) the Expiration Date. (f) If as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares. (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price. (i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment in the number of one one-hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights Executive shall be exercisable for the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior period following the Competition Date provided in the relevant Equity Plan or Other Grant (with the Competition Date deemed to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafterof termination of Executive's employment for purposes thereof) and, but, if the Rights Certificates have been issuedunless exercised, shall thereupon terminate and be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of (j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share that were expressed in the initial Rights Certificates issued hereunderforfeited. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the number of one one-hundredths of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-hundredths of a share of Preferred Stock at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill ▇▇ other appropriate instrument evidencing such holder's right to receive

Stock. If neither 3.2.1 Notwithstanding the expiration of the term of this Agreement set forth in the first sentence of Section 2, a total of 37,500 shares of the Common Stock nor the Preferred Stock is publicly held or so listed or traded, Current Market Price per share of the Preferred Stock shall mean the fair value per share Orleans (as determined adjusted in good faith by the BoardBoard for stock splits or combinations, whose determination reclassifications, mergers and similar events) (each, an "Installment") shall be described in made available for issuance to Employee and the Eligible Former Stockholders (as defined below) on each of the first four anniversaries of the date hereof (or the next business day if such day is a statement filed with the Rights Agent and holiday and/or banks are closed) ("Anniversary Dates"). Each Installment shall be conclusive for all purposesallocated among Employee and the Eligible Former Stockholders as set forth on Schedule 3.2.1 hereto ("Installment Allocations") and in accordance with this Section 3.2. (e) Anything herein to the contrary not- withstanding1. On each Anniversary Date, no adjustment in the Purchase Price Employee shall be required unless entitled to receive his Installment Allocation so long as Employee is employed by PLC on the day preceding such adjustment would require an increase Anniversary Date; provided Employee shall be entitled to receive the applicable Installment on each Anniversary Date notwithstanding that he is not then employed by PLC if his employment was terminated by PLC without Cause, by Employee for Good Reason, or decrease of at least one percent (1%) in the Purchase Price; provided, however, that any adjustments which by reason of this Employee's death or Disability (as defined in Section 11(e) are not required 4.2). Unless Employee shall deliver cash to be made shall be carried forward and taken into account PLC in any subsequent adjustment. All calculations under this Section 11 shall be made an amount sufficient in its good faith judgment to satisfy withholding tax obligations with respect to the nearest cent or shares otherwise issuable to Employee, PLC shall withhold a percentage of the shares otherwise issuable to Employee equal to the nearest ten-thousandth of a share of Common Stock or then applicable withholding tax rate. "Eligible Former Stockholders" shall mean Former Stockholders, other share or one-millionth of a share of Preferred Stockthan Employee, as who are (i) employed by PLC on the case may be. Notwithstanding day preceding the first sentence relevant Anniversary Date (for purposes of this Section 11(e), any adjustment required by this 3.2.1) or on the relevant June 30 (for purposes of Section 11 shall be made no later than the earlier of (i3.3) three (3) years from the date of the transaction that mandates such adjustment or (ii) the Expiration Date. not employed by PLC because his or her employment was terminated (fa) If by PLC without Cause (as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than Preferred Stock, thereafter the number of defined in such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions Former Stockholder's employment agreement with respect to the Preferred Stock contained in Sections 11(aPLC), (b), ) by such Former Stockholder for Good Reason (as defined in such Former Stockholder's employment agreement with PLC) or (c), (e), (g), (h), (i), (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares. (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making reason of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a share of Preferred Stock Former Stockholder's death or Disability (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase Price as defined in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase PriceFormer Stockholder's employment agreement with PLC). (i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment in the number of one one-hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of (j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share that were expressed in the initial Rights Certificates issued hereunder. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the number of one one-hundredths of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-hundredths of a share of Preferred Stock at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill ▇▇ other appropriate instrument evidencing such holder's right to receive

Stock. If neither the Common Stock nor the Preferred Stock is publicly held or so listed or traded, Current Market Price per share of the Preferred Stock shall mean the fair value per share as determined in good faith by the Board, whose determination Such option shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. (e) Anything herein to the contrary not- withstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Price; provided, however, that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a share of Common Stock or other share or one-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three (3) years from the date of the transaction that mandates such adjustment or (ii) the Expiration Date. (f) If as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares. (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) publishing notice of such redemption in the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, Authorized Newspaper and (ii) dividing furnishing notice, in the product so obtained by form set forth below, to the Purchase Price Trustee and each Holder of such redemption, in effect immediately after each case, not less than thirty (30) Business Days before the redemption date; provided, that no defect in any such adjustment notice shall affect the validity of the Purchase Price. (i) The Company may elect on redemption, and that any notice when published and mailed to the Trustee and a Holder in the aforesaid manner shall be conclusively deemed to have been received by such Holder whether or after not actually received by such Holder. Nothing in this Agreement shall limit the date of any adjustment Company's ability to purchase or otherwise acquire CVRs through open market transactions, privately negotiated transactions, or otherwise. * * * * * * * ▇▇▇▇▇▇ HOLDINGS INC. CONTINGENT VALUE RIGHTS [DATE] NOTICE OF REDEMPTION NOTICE IS HEREBY GIVEN THAT, pursuant to Section 301 of the Purchase Price to adjust Contingent Value Rights Agreement, dated as of March 15, 2000 (the number of Rights"Agreement"), in lieu of any adjustment in between ▇▇▇▇▇▇ Holdings Inc. (the number of one one-hundredths of a share of Preferred Stock purchasable upon "Company") and The Chase Manhattan Bank, as trustee (the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i"Trustee"), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, has redeemed the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of (j) Irrespective of any adjustment or change Contingent Value Rights. All terms used in this Notice that are defined in the Purchase Price or Agreement shall have the number of one one-hundredths meanings assigned to them in the Agreement. Each and every currently outstanding CVR will be redeemed at a price equal to the difference between the [TARGET PRICE] and the current market value of a share Share as of Preferred Stock issuable upon the exercise [DATE], discounted from [MATURITY DATE] to [EARLY REDEMPTION PAYMENT DATE] at a per annum rate of the Rights6%, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share that were expressed in the initial Rights Certificates issued hereunder. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated valueless applicable withholding taxes, if any, of . * * * * * * * Promptly after the number of one one-hundredths of a share of Preferred Stock issuable upon exercise of the RightsEarly Redemption Payment Date, the Company shall take any corporate action that may(x) prepare and file with the Trustee an Officers' Certificate setting forth the Company's determination of the Early Redemption Price (including, if the amount payable is to be paid in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-hundredths of a share of Preferred Stock at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified eventStock, the Company may elect Company's calculation of the amount of Stock to defer until be paid) and the occurrence facts accounting for such determination and (y) mail to each Holder a brief summary of such event certificate, indicating the issuance to the holder of any Right exercised after such record date of the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill ▇▇ other appropriate instrument evidencing such holder's right to receivelocations at which CVRs may be presented for payment.

Stock. If neither the Except as set forth in Schedule 3.03(A), there are no (1) outstanding Common Stock nor Equivalents or (2) contracts, commitments, agreements, understandings or arrangements of any kind to which the Preferred Company is a party relating to the issuance of any Capital Stock is publicly held or so listed or traded, Current Market Price per share of the Preferred Stock shall mean Company, other than this Agreement. Except as set forth on Schedule 3.03(B), the fair value per share as determined in good faith Company is not a party to or bound by the Board, whose determination shall be described in a statement filed any agreement with the Rights Agent and shall be conclusive for all purposesrespect to any of its securities which grants registration rights to any Person. (eb) Anything herein to As of the contrary not- withstandingTime of Purchase, no adjustment in the Purchase Price authorized capital stock of the Company shall be required unless such adjustment would require an increase or decrease consist of at least one percent (1%x) in the Purchase Price; provided, however, that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a share 100,000,000 shares of Common Stock or other share or one-millionth of a share Stock; and (y) 50,000,000 shares of Preferred Stock, as par value $.01 per share (the case may be. Notwithstanding the first sentence of this Section 11(e"Preferred Stock"), any adjustment required of which 9,600,000 shares shall have been designated as Series A Convertible Preferred Stock pursuant to the Certificate of Designation and 9,600,000 shares shall have been designated as Series B Convertible Preferred Stock pursuant to the Certificate of Designation (Series B). As of the Time of Purchase, after giving effect to consummation of the transactions contemplated by the Forseti Documents and this Section 11 Agreement, the issued and outstanding Capital Stock of the Company shall be made no later than as set forth in the earlier of (i) three (3) years from the date bringdown certificate of the transaction that mandates such adjustment or (ii) Company referred to in Section 5.01(a). Upon issuance at the Expiration Date. (f) If as a result Time of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a) hereofPurchase, the holder Shares will be duly authorized, validly issued, fully paid and nonassessable and shall have been issued free of any Right thereafter exercised shall become entitled preemptive right and free from all Liens (except any Liens created or suffered to receive any shares of capital stock other than Preferred Stock, thereafter be created by the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (mPurchaser), and the provisions of Sections 7, 9, 10, 13 Purchaser Warrants and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares. (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (h) Unless the Company Robe▇▇▇▇▇ ▇▇▇rants shall have exercised its election as provided in Section 11(i)been duly authorized and executed and constitute legal, upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) valid and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price. (i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment in the number of one one-hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option binding obligations of the Company, shall cause to be distributed to such holders of enforceable against the Company in accordance with their respective terms. As of the Time of Purchase, the Conversion Shares, the Robe▇▇▇▇▇ ▇▇▇rant Shares and the Maintenance Warrant Shares (j) Irrespective assuming conversion of any adjustment or change in the Purchase Price or the number of one one-hundredths of a share of Preferred Stock issuable upon all Shares and the exercise of the Rights, the Rights Certificates theretofore all Robe▇▇▇▇▇ ▇▇▇rants and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share that were expressed in the initial Rights Certificates issued hereunder. (kall Maintenance Warrants) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, represent 33.12% of the number shares of one one-hundredths of a share of Preferred Common Stock issuable upon exercise of the Rights, the Company shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-hundredths of a share of Preferred Stock at such adjusted Purchase Priceoutstanding. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill ▇▇ other appropriate instrument evidencing such holder's right to receive

Stock. If neither the Common Stock nor the Preferred Stock is publicly held or so listed or traded, Current Market Price per share of the Preferred Stock shall mean the fair value per share as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. (e) Anything herein to the contrary not- withstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Price; provided, however, that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a share of Common Stock or other share or one-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three At the Closing, upon the terms and subject to the conditions of this Agreement, each Vested Holder shall sell, transfer, assign and convey all (3and not less than all) years from the date of the transaction that mandates issued and outstanding shares of Stock held by such adjustment or Vested Holder as set forth on the Capitalization Table to Buyer, and Buyer shall purchase and accept such shares of Stock from each Vested Holder, free and clear of all Encumbrances. In exchange for each share of Stock so sold by a Vested Holder, such Vested Holder will have a right to receive (i) at the Closing, the applicable Closing Per Share Payment Amount which shall be paid by Buyer in accordance with the payment instructions set forth on the Closing Consideration Exhibit, (ii) the Expiration Date. (f) If as a result Indemnification Escrow Distributions, if any and subject to the terms and conditions of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right this Agreement and the Purchase Price thereof shall be Escrow Agreement, (iii) the Reimbursement Escrow Distributions, if any and subject to adjustment from time to time in a manner the terms and on terms as nearly equivalent as practicable conditions of this Agreement and the Escrow Agreement, (iv) the Terminated Option Amount Distribution, if any and subject to the provisions with respect terms and conditions of this Agreement, (v) the Terminated SAR Unit Amount Distribution, if any and subject to the Preferred Stock contained in Sections 11(a)terms and conditions of this Agreement, (b)vi) Aged Receivables Distributions, (c)if any and subject to the terms and condition of this Agreement, (e), (g), (h), (i), (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares. (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment, by (yvii) the Purchase Price Adjustment Payment, if any and subject to the terms and conditions of this Agreement and to be paid by Buyer in effect immediately prior to such adjustment of accordance with the Purchase Price, and payment instructions set forth on the Closing Consideration Exhibit. (ii) dividing With respect to the product so obtained by amount to be paid at Closing to ▇▇▇▇▇▇ ▇▇▇▇▇ as a holder of Stock pursuant to Section 2.3(b), Buyer will deduct from the Purchase Price in effect immediately after amount otherwise to be paid to ▇▇▇▇▇▇ ▇▇▇▇▇ the aggregate amount then outstanding under the ▇▇▇▇▇ Note as set forth pursuant to Section 2.3(a), and Buyer and the Company agree that upon such adjustment of the Purchase Price. (i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rightsdeduction, in lieu of any adjustment in the number of one one-hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights such note shall be exercisable for the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior deemed to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of (j) Irrespective of any adjustment or change paid in the Purchase Price or the number of one one-hundredths of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore full and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share that were expressed in the initial Rights Certificates issued hereunderterminated. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the number of one one-hundredths of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-hundredths of a share of Preferred Stock at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill ▇▇ other appropriate instrument evidencing such holder's right to receive

Stock. If neither 8.1 Commencing within five (5) Business Days after Completion, the Common Seller shall perform a stock-take and within fourteen (14) Business Days of Completion, deliver to the Buyer the Stock nor Valuation. During the Preferred stock-take representatives of both the Seller and Buyer shall jointly use all their reasonable endeavours to identify any Damaged Stock. Any such Damaged Stock is publicly held shall be destroyed or so listed or tradedotherwise dealt with by the Seller (unless expressly agreed to the contrary). The Stock shall be valued on a basis consistent with those accounting standards, Current Market Price per share principles and policies applied in the preparation of the Preferred Accounts and otherwise prepared in accordance with generally accepted accounting standards, principles and policies in the United Kingdom. Further, the Seller undertakes and agrees that the Stock Valuation at Completion will not exceed two million and five hundred thousand pounds (£2,500,000.00). 8.2 The Stock shall mean be valued at cost excluding any VAT on the fair value per share as determined in good faith Stock paid by the Board, whose determination Seller. The Seller shall comply with any reasonable requests of the Buyer’s representatives for evidence or information to verify the cost of the Stock. 8.3 The Buyer shall notify the Seller within fourteen (14) Business Days (or within such longer period as shall be described agreed in a statement filed with writing between the Rights Agent and shall be conclusive parties) of receipt of the Stock Valuation, whether or not the Buyer accepts the calculations therein for all purposesthe purposes of this Agreement. (e) Anything herein 8.4 If the Buyer notifies the Seller that it does not accept the Stock Valuation: 8.4.1 it shall deliver to the contrary not- withstandingSeller a notice in writing (the “Notice”) setting out its reasons in full for such non-acceptance and specify the adjustments which, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Price; providedits opinion, however, that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall should be made to the nearest cent or Stock Valuation in order to comply with the nearest ten-thousandth of a share of Common Stock or other share or one-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first sentence requirements of this Section 11(e)Agreement; 8.4.2 the parties shall, any adjustment required by this Section 11 shall be made no later than the earlier of within fourteen (i14) three (3) years Business Days from the date of the transaction that mandates such adjustment or Notice (iithe “Negotiation Period”), meet and discuss the objections of the Buyer and use their best efforts to reach agreement upon the adjustments (if any) required to be made to the Expiration DateStock Valuation; and 8.4.3 if, on expiry of the Negotiation Period, both parties have failed to agree and accept the Stock Valuation, Clause 8.6 shall apply. 8.5 If the Buyer is satisfied with the Stock Valuation (feither as originally submitted or after adjustments agreed between the Seller and the Buyer) If as a result then the Stock Valuation (incorporating any agreed adjustments) shall constitute the agreed Stock Valuation for the purposes of an adjustment made this Agreement. 8.6 In the event that the parties are not able to agree on the Stock Valuation by the expiry of the Negotiation Period pursuant to Section 11(a)(ii) or Section 13(a) hereofClause 8.4 above, any of the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time matters in a manner and on terms as nearly equivalent as practicable to the provisions dispute with respect to the Preferred determination of the value of the Stock contained shall be referred for final settlement to a firm of chartered accountants nominated jointly by the Seller and the Buyer or, failing such nomination within fourteen (14) days after the Negotiation Period by either the Seller or the Buyer, nominated at the request of either of them by the President for the time being of the Ulster Society of the Institute of Chartered Accountants in Sections 11(a)Ireland. The accountants shall be entitled to call for submissions from both the Buyer and the Seller as to objections in relation to the Stock Valuation and may call for and inspect such documents as they may reasonably consider necessary. In making their determination, the accountants shall act as experts and not as arbitrators, their decision shall (b)in the absence of manifest error) be final and binding on the parties and their fees shall be borne and paid by the Seller and the Buyer in such proportions as the accountants determine. 8.7 The accountants appointed as experts pursuant to this Clause 8 shall, in giving their determination, state what adjustments (c)if any) are necessary to the Stock Valuation in such form as it stands at that time, in respect of the matters in dispute in order to comply with the requirements of this Agreement and shall give their reasons therefore and shall make such determination as soon as is reasonably practicable after their appointment and in any event by not later than thirty (e), (g), (h), (i), (j), (k30) days after their appointment. 8.8 The Buyer shall pay to the Seller in cash the lesser of £2,500,000 or a sum equal to the actual value of the Stock at Completion as stated in the Stock Valuation and (m), and as determined in accordance with the provisions of Sections 7this Clause 8 in the following proportions and by the following dates: 8.8.1 the first 25 per cent. of such value of the Stock by no later than ninety (90) days after the Completion Date; 8.8.2 the second 25 per cent. Of such value of the Stock by no later than one hundred and eighty (180) days after the Completion Date; 8.8.3 the third 25 per cent. of such value of the Stock by no later than two hundred and seventy (270) days after the Completion Date; and 8.8.4 the final 25 per cent. of such value of the Stock by no later than one (1) year after the Completion Date. 8.9 If any such payment is not made by the dates indicated in Clause 8.8 above, 9interest will be payable thereon, 10, 13 and 14 hereof with respect calculated on a daily basis (after as well as before judgment) from the due date specified in each of Clauses 8.8.1 - 8.8.4 to the Preferred Stock shall apply on like terms to any such other shares. (g) All Rights originally issued by date of actual payment at two per cent. per annum above the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number base lending rate of one one-hundredths Bank of a share of Preferred Stock purchasable Ireland Belfast from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided hereintime. (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price. (i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment in the number of one one-hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of (j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share that were expressed in the initial Rights Certificates issued hereunder. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the number of one one-hundredths of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-hundredths of a share of Preferred Stock at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill ▇▇ other appropriate instrument evidencing such holder's right to receive

Stock. If neither the Common Stock nor the Preferred Stock is publicly held or so listed or traded(a) As consideration for Consultant’s Services, Current Market Price per share of the Preferred Stock shall mean the fair value per share as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. within five (e5) Anything herein to the contrary not- withstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Price; provided, however, that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a share of Common Stock or other share or one-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three (3) years business days from the date of execution of this Agreement, the transaction that mandates such adjustment Company shall deliver to the Consultant a one-time fully paid and non- assessable issuance of 15,500,000 restricted shares of the Company’s common stock (the “Stock”). The Stock due under the terms of this Agreement shall constitute full payment for Consultant’s Services to the Company. However, the Company, in its sole and absolute discretion, may elect to remit additional payments or (ii) benefits for Consultant's services. The Stock shall be held in escrow by the Expiration DateConsultant’s counsel subject to release pursuant to paragraph 3(e), below. The Consultant shall not transfer, sell, or assign any shares of the Stock while the same are held in escrow. (fb) If as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right The Stock and the Purchase Price thereof shall rights and privileges conferred in whole or in part hereby may not be subject to adjustment from time to time transferred, assigned, pledged or hypothecated in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a), any way (b), (c), (e), (g), (h), (i), (j), (k) and (mwhether by operation of law or otherwise), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares. (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (h) Unless the Company shall have exercised its election as provided in Section 11(i)no obligation to transfer such shares, upon each adjustment unless registered under the Securities Act of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price. (i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment in the number of one one-hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall1933, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, amended (the additional Rights to which such holders shall be entitled as a result of such adjustment, “Act”) or, at the option of the Company, shall cause to be distributed to such holders of (j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share that were expressed in the initial Rights Certificates issued hereunder. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the number of one one-hundredths of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action that may, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. Each certificate or other documentation evidencing the ownership of any shares of the Stock to be imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO.” (c) The certificate may also bear additional inscriptions that the Company, in its counselsole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Stock shall be necessary in order that subject to such restrictions as the Company may validly deem advisable under the rules, regulations, and legally issue fully paid other requirements of the US Securities and nonassessable Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such number of one one-hundredths of a share of Preferred Stock at shares to make appropriate reference to such adjusted Purchase Pricerestrictions. (ld) In any case The Stock is subject to all restrictions in which this Section 11 shall require Agreement. By acceptance of the Stock, the Consultant agrees that an adjustment the Stock will be held for investment and will not be held with a view to their distribution, as that term is used in the Purchase Price be made effective as Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of the Act. As a record date for a specified eventcondition of this Agreement, the Company may elect require the Consultant to defer until the occurrence of such event the issuance to the holder of confirm any Right exercised after such record date of the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of factual matters reasonably requested by counsel for the Company, if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill ▇▇ other appropriate instrument evidencing such holder's right to receive.

Stock. If neither By its joinder hereafter, Grove Isle Investments, Inc. ("GIII") hereby grants to Lessee an option (herein, the Common Stock nor "Option") to purchase from GIII 60 shares of Class A common stock (the Preferred Stock is publicly held or so listed or traded, Current Market Price per share "Stock") prior to termination of the Preferred Stock Lease for one (1) United States Dollar at any time from or after such date as Lessee shall mean the fair value per share as determined in good faith by the Board, whose determination shall be described have instituted an action in a statement filed with court of competent jurisdiction against any of the Rights Agent Lessor Parties alleging the existence of an uncured default, so long as such action is pending and Lessee shall have posted a surety bond or other security for loss in the event that Lessee is not the prevailing party in such action. Lessee shall exercise the Option by giving written notice thereof to GIII not less than 30 days prior to the date on which Lessee intends to purchase the Stock (the "Purchase Date"). On the Purchase Date, GIII shall execute and deliver to Lessee the certificates representing the Stock, as well as sufficient stock powers and any and all other instruments which may be conclusive for necessary to effectuate absolute transfer of the Stock to Lessee. In connection herewith: (a) GIII represents and warrants to Lessee that the Stock constitutes all purposesof the authorized, issued and/or outstanding shares of GICI, and is free and clear of any and all options, agreements, security interests, liens or encumbrances whatsoever. GIII further agrees that at no time between the date hereof and the Purchase Date shall the Stock be sold, transferred, pledged or assigned, nor shall the Stock be subject to any such agreement, option, lien, encumbrance or security interest whatsoever. (eb) Anything herein GICI shall: (i) execute no document or instrument, or take any other action with respect to the contrary not- withstandingClub other than as requested by Lessee in writing. (ii) engage in no business other than its performance of this Section 15.9. (iii) not sell, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase transfer, liquidate or decrease dispose of at least one percent (1%) in the Purchase Price; any of its rights, assets or other properties other than as contemplated under this Lease, provided, however, that any adjustments which by reason of this Section 11(e) are not required to be made GICI shall be carried forward and taken into account in permitted to transfer or dispose of any subsequent adjustment. All calculations under this Section 11 shall be made rights which it may have with respect to the nearest cent or to the nearest ten-thousandth of a share of Common Stock or other share or one-millionth of a share of Preferred Stock, its net operating loss carryforward as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three (3) years from the date of the transaction that mandates such adjustment or (ii) the Expiration Datereported on its United States income tax returns. (fiv) If as a result of an adjustment made pursuant to Section 11(a)(ii) neither authorize or Section 13(a) hereof, the holder of issue any Right thereafter exercised shall become entitled to receive any additional shares of capital stock other than Preferred Stockstock, thereafter nor, without the number written consent of such other shares so receivable upon exercise Lessee, modify its Articles of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other sharesIncorporation or bylaws. (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price. (i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment in the number of one one-hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of (j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share that were expressed in the initial Rights Certificates issued hereunder. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the number of one one-hundredths of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-hundredths of a share of Preferred Stock at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill ▇▇ other appropriate instrument evidencing such holder's right to receive

Stock. If neither 4.1 On the Common Stock nor Completion Date the Preferred Stock is publicly held or so listed or traded, Current Market Price per share parties shall procure that there shall be a stocktaking of the Preferred Stock which shall mean be attended by representatives of the fair value per share as determined in good faith Vendor and the Purchaser. The procedures and practices to be adopted by the BoardVendor and Purchaser in undertaking the stock take are set out in Appendix 18 As soon as practicable following the Completion Date, whose determination and in any event not later than seven days after the Completion Date, a draft of the Stock valuation ("the draft Stock Valuation") shall be described prepared by the Vendor in a statement filed accordance with the Rights Agent Stock valuation policies and principles set out in Appendix 18 and delivered to the Purchaser. 4.2 As soon as reasonably practicable after delivery of the draft Stock Valuation to the Purchaser, and in any event within thirty-one days after such delivery ("the Review Period"), the Purchaser shall review the draft Stock Valuation and shall be conclusive set out in writing the adjustment (if any) it considers necessary for all purposes. the draft Stock Valuation to comply with Clause 4.1 above, and endeavour to agree with the Vendor what adjustments (eif any) Anything herein to the contrary not- withstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Price; provided, however, that any adjustments which by reason of this Section 11(e) are not required need to be made shall be carried forward and taken into account to it in any subsequent adjustment. All calculations under this Section 11 shall order for it to comply with Clause 4.1 above. 4.3 If: (A) the Purchaser agrees that no adjustment need to be made to the nearest cent draft Stock Valuation or does not dispute the draft stock valuation; or (B) the Purchaser and the Vendor agree on the adjustments to be made to the nearest ten-thousandth draft Stock Valuation in order for it to comply as aforesaid, they shall (in the circumstances mentioned in (b) above) jointly incorporate into, and reflect any such adjustments in, the draft Stock Valuation and the value of a share the Stock reflected in that adjusted draft Stock Valuation, shall be the value of Common the Stock agreed or determined in accordance with this Clause 4 for all purposes of this Agreement and shall in the absence of manifest error be final and binding on the parties and shall not be subject to question on any ground whatsoever and the date of such adjusted or determined draft Stock Valuation shall for all purposes of this Agreement be the date of agreement of the value of the Stock. 4.4 If the Vendor and the Purchaser are unable to agree within the Review Period on: (A) whether adjustments need to be made to the draft Stock Valuation; (B) the adjustments to be made thereto; or (C) the value of the Stock, then the matter or matters in dispute, but no others, shall be referred for determination in accordance with Clause 25. For the avoidance of doubt all matters falling to be determined under this clause 4.4 shall be determined by the Independent Accountants pursuant to clause 25 irrespective of the content of clause 34. 4.5 Until the value of the Stock shall have been agreed or determined, the Vendor and the Purchaser shall respectively: (A) give or procure that their respective representatives and the Independent Accountants are given access at all reasonable times to all books and records relevant to the exercise of agreeing the value of the Stock which are in the possession or under the control of the Vendor or the Purchaser (as the case may be); and (B) generally provide each other share and the Independent Accountants with such other information and assistance as they may reasonably require (including access to and assistance at reasonable times from personnel employed by the Vendor or one-millionth of a share of Preferred Stockthe Purchaser, as the case may be. Notwithstanding ), in relation to the first sentence review, agreement or determination of the draft Stock Valuation and the determination of the value of the Stock. 4.6 In the event that the value of the Stock agreed or determined as provided in this Clause 4 exceeds (pound)10,000,000 then, without prejudice to the Purchaser's obligation, as provided in Clause 3.2(c) to pay the maximum additional sum of (pound)3,000,000, the Purchaser shall be at liberty to choose which of the items of Stock (excluding, for the avoidance of doubt, all Bonded Stock which will be acquired by the Purchaser hereunder at nil value) valued (as aforesaid) it will purchase pursuant to this Agreement (it being acknowledged that the Purchaser will be obliged to purchase Stock up to the maximum value of (pound)10,000,000 and that for these purposes the valuation mechanism to be adopted is that which is described above) and the balance of the items not selected will not, subject to Clause 4.7 below, be sold to the Purchaser hereunder and will not be regarded as falling within the definition of Stock for the purposes of this Section 11(e), any adjustment required by Agreement. 4.7 Any other stock of the Vendor not falling within the definition of Stock for the purposes of this Section 11 Agreement shall be made no later than offered by the earlier of (i) three (3) years Vendor to the Purchaser at a value to be agreed, and the Purchaser will have the option to purchase the stock from the date Vendor within 14 days of Completion although the transaction that mandates Purchaser shall be under no obligation to accept such adjustment or offer. If the parties fail to consummate such sale within such 14 days, then the Vendor shall (iisubject to the provisions of Clause 17) the Expiration Datebe free to sell such stock as it deems appropriate. (fA) If as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and Notwithstanding the provisions of Sections 7Clause 3.3 and this Clause 4, 9for up to a period of 90 days from the Completion Date, 10or, 13 and 14 hereof if later, until the date upon which the value of the Stock is agreed or determined in accordance with respect clause 4 the Purchaser shall be entitled to withhold payment of sums due to the Preferred Vendor from the Stock shall apply on like terms Retention, until it has received (in relation to any a particular supplier's stock) documentary evidence reasonably acceptable to itestablishing that the Vendor has paid such other sharessupplier for such Stock ("Evidence of Payment"). (gB) All Rights originally issued The Vendor hereby agrees to use all reasonable endeavours to obtain Evidence of Payment in respect of each such supplier, within the period of 90 days from the Completion Date referred to above, but in any event, if such Evidence of Payment has not been provided by the Company subsequent to any adjustment made Vendor at the expiry of such 90 day period, and again provided on that date the value of the Stock has been agreed or determined in accordance with this clause 4, then all sums remaining in the Stock Retention shall be immediately paid to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided hereinVendor. (hC) Unless Subject to clause 3.3 and the Company shall have exercised its election as remainder of this clause 4, and again provided in Section 11(i), upon each adjustment on that date the value of the Purchase Price as Stock has been agreed or determined in accordance with this clause 4, then if during the 90 day period referred to above, the Vendor provides the Purchaser with Evidence of Payment is relation to a result of the calculations made in Sections 11(b) and (c)particular supplier, each Right outstanding immediately prior any sums payable to the making Vendor by the Purchaser in respect of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a share of Preferred all Stock (calculated supplied to the nearest one-millionthVendor by such supplier (a "Released Stock Payment") obtained by (i) multiplying (x) the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price. (i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment in the number of one one-hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated payable to the nearest one ten-thousandth) obtained by dividing the Purchase Price Purchaser in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of (j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share that were expressed in the initial Rights Certificates issued hereunderaccordance with Clause 8 below. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the number of one one-hundredths of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-hundredths of a share of Preferred Stock at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill ▇▇ other appropriate instrument evidencing such holder's right to receive

Stock. If neither (a) Within five (5) days after the Common Stock nor Effective Date, ContraFect shall issue to Trellis five hundred thousand Dollars ($500,000) of ContraFect’s Series C1 preferred stock pursuant to the Preferred Stock is publicly held or so listed or traded, Current Market Price stock purchase agreement and related investor agreements for the Series C1 preferred stock at the lowest price per share paid for the Series C1 preferred stock (including any warrants or discounts afforded such purchasers); and (b) within no later than the date (the “Reference Date”) that is six (6) months after the Effective Date, ContraFect shall issue to Trellis an additional five hundred thousand Dollars ($500,000) of ContraFect’s Series C1 preferred stock or the preferred stock of its most recent financing round led by a non-affiliate third party at the lowest price per share paid by its investors in such round; in each case, pursuant to a stock purchase agreement and related agreements of the Preferred Stock shall mean Series C1 or other preferred stock, as the fair value per share as determined in good faith by the Boardcase may be, whose determination shall be described in on a statement filed pari passu basis with the Rights Agent and shall be conclusive for all purposes. (e) Anything herein to the contrary not- withstanding, no adjustment existing investors in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Pricefinancing; provided, however, that any adjustments which by reason in the event that ContraFect consummates an initial public offering (the “IPO”) of this Section 11(eits common stock (or an initial public offering of its common stock and other derivative securities related thereto) are not required on or prior to be made the Reference Date, then ContraFect shall be carried forward and taken into account issue five hundred thousand Dollars ($500,000) of its common stock (the “Common Stock”) to Trellis in any subsequent adjustment. All calculations full satisfaction of its remaining obligation under this Section 11 6.2. ContraFect shall be made to issue the nearest cent or to the nearest ten-thousandth of a share of Common Stock or other share or one-millionth of a share of Preferred Stock, as to Trellis fifteen Business Days after the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of date that (i) three (3) years from the date of units issued in the transaction that mandates such adjustment or IPO split into their component parts and (ii) the Expiration Date. (fCommon Stock is separately listed for trading. The number of shares of Common Stock to be issued under this Section 6.2(a) If as a result shall be calculated by dividing $500,000 by the ten-day average closing price per share of an adjustment made pursuant the Common Stock, rounded down to Section 11(a)(ii) or Section 13(a) hereofavoid the issuance of any fractional shares. For the avoidance of doubt, the holder “ten-day average closing price per share” means the average of any Right thereafter exercised shall become entitled to receive any the last sale prices per share reported (or if no last sale prices are reported, the average of the bid and ask prices per share) on the NASDAQ Capital Market by Bloomberg (or a substantially similar financial information reporting service, if Bloomberg is not available) for the shares of capital stock other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Common Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares. (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a share of Preferred Stock purchasable from time to time hereunder upon exercise for each of the Rights, all subject to further adjustment as provided herein. (h) Unless ten trading days ending on the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding date immediately prior to the making date of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment issuance of the Purchase Price, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Priceshares to Trellis. (i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment in the number of one one-hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of (j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share that were expressed in the initial Rights Certificates issued hereunder. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the number of one one-hundredths of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-hundredths of a share of Preferred Stock at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill ▇▇ other appropriate instrument evidencing such holder's right to receive

Stock. If neither Borrower hereby grants ORIX the Common Stock nor right to purchase shares of Borrower's preferred stock, in its next preferred stock offering (the Preferred Stock is publicly held or so listed or traded"Next Offering"), Current Market Price at the same purchase price per share of being paid by the Preferred Stock shall mean the fair value other purchasers (provided that, if more than one price per share as determined in good faith is being paid by the Boardpurchasers, whose determination the price to ORIX shall be described in a statement filed with the Rights Agent and lowest of such prices). The number of shares to be purchased by ORIX shall be conclusive for all purposes. (e) Anything herein to determined by ORIX in its discretion, provided that the contrary not- withstanding, no adjustment in the Purchase Price total purchase price may not exceed $1,000,000. Borrower shall be required unless such adjustment would require an increase or decrease give ORIX written notice of at least one percent (1%) in the Purchase Price; provided, however, that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a share of Common Stock or other share or one-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three (3) years from the date of the transaction that mandates Next Offering and details as to the terms thereof at least 30 days prior to the date the Next Offering is to be consummated, and ORIX may exercise its right to purchase ORIX SCHEDULE TO LOAN AND SECURITY AGREEMENT said preferred stock by written notice to Borrower within 60 days after the date said notice is given to ORIX (but in no event prior to the date the Next Offering is consummated). Within five business days after the date the Next Offering is consummated, Borrower shall give ORIX written notice thereof and such adjustment or (ii) information concerning the Expiration Date. (f) If same as a result ORIX shall reasonably request. Promptly following the exercise of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a) hereofsuch right by ORIX, the holder Borrower shall issue such preferred stock to ORIX, and ORIX shall concurrently pay the purchase price thereof. In connection with its purchase of any Right thereafter exercised Series C preferred stock, ORIX shall become enter into the same stock purchase agreement and shareholders agreement that the Borrower enters into with the other purchasers of such stock, provided the terms thereof are reasonably acceptable to ORIX, but notwithstanding the terms of such agreements, ORIX shall be entitled to receive any shares of capital stock "piggy-back" registration rights and S-3 registration rights, on terms reasonably acceptable to ORIX, even if the other than Preferred Stock, thereafter the number purchasers of such other shares so receivable upon exercise preferred stock are given more or less extensive rights. The rights of any Right ORIX to purchase stock hereunder and the Purchase Price thereof shall its related rights may be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m)exercised by ORIX or its designees, and any designees shall also enter into the provisions of Sections 7, 9, 10, 13 foregoing stock purchase agreement and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other sharesshareholders agreement. (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price. (i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment in the number of one one-hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of (j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share that were expressed in the initial Rights Certificates issued hereunder. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the number of one one-hundredths of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-hundredths of a share of Preferred Stock at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill ▇▇ other appropriate instrument evidencing such holder's right to receive

Stock. If neither By its joinder hereafter, Grove Isle Investments, Inc. ("GIII") hereby grants to Lessee an option (herein, the Common Stock nor "Option") to purchase from GIII 60 shares of Class A common stock (the Preferred Stock is publicly held or so listed or traded, Current Market Price per share "Stock") prior to termination of the Preferred Stock Lease for one (1) United States Dollar at any time from or after such date as Lessee shall mean the fair value per share as determined in good faith by the Board, whose determination shall be described have instituted an action in a statement court of competent jurisdiction against any of the Lessor Parties alleging the existence of an uncured default, so long as such action is pending and Lessee shall have posted a surety bond or other security for loss in the event that Lessee is not the prevailing party in such action. Lessee shall exercise the Option by giving written notice thereof to GIII not less than 30 days prior to the date on which Lessee intends to purchase the Stock (the "Purchase Date"). On the Purchase Date, GIII shall execute and deliver to Lessee the certificates representing the Stock, as well as sufficient stock powers and any and all other instruments which may be necessary to effectuate absolute transfer of the Stock to Lessee. In connection herewith: (a) GIII represents and warrants to Lessee that the Stock constitutes all of the authorized, issued and/or outstanding shares of GICI, and is free and clear _____ * The text within the brackets has been omitted and separately filed with the Rights Agent Securities and Exchange Commission pursuant to a Rule 24b-2 request for confidential treatment. of any and all options, agreements, security interests, liens or encumbrances whatsoever. GIII further agrees that at no time between the date hereof and the Purchase Date shall the Stock be conclusive for all purposessold, transferred, pledged or assigned, nor shall the Stock be subject to any such agreement, option, lien, encumbrance or security interest whatsoever. (eb) Anything herein GICI shall: (i) execute no document or instrument, or take any other action with respect to the contrary not- withstandingClub other than as requested by Lessee in writing. (ii) engage in no business other than its performance of this Section 15.9. (iii) not sell, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase transfer, liquidate or decrease dispose of at least one percent (1%) in the Purchase Price; any of its rights, assets or other properties other than as contemplated under this Lease, provided, however, that any adjustments which by reason of this Section 11(e) are not required to be made GICI shall be carried forward and taken into account in permitted to transfer or dispose of any subsequent adjustment. All calculations under this Section 11 shall be made rights which it may have with respect to the nearest cent or to the nearest ten-thousandth of a share of Common Stock or other share or one-millionth of a share of Preferred Stock, its net operating loss carryforward as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three (3) years from the date of the transaction that mandates such adjustment or (ii) the Expiration Datereported on its United States income tax returns. (fiv) If as a result of an adjustment made pursuant to Section 11(a)(ii) neither authorize or Section 13(a) hereof, the holder of issue any Right thereafter exercised shall become entitled to receive any additional shares of capital stock other than Preferred Stockstock, thereafter nor, without the number written consent of such other shares so receivable upon exercise Lessee, modify its Articles of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other sharesIncorporation or bylaws. (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price. (i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment in the number of one one-hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of (j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share that were expressed in the initial Rights Certificates issued hereunder. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the number of one one-hundredths of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-hundredths of a share of Preferred Stock at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill ▇▇ other appropriate instrument evidencing such holder's right to receive

Stock. If neither Such Seller acknowledges that the Common Stock nor the Preferred Stock is publicly held or so listed or tradedoffering, Current Market Price per share issuance and sale of the Preferred Stock shall mean Shares have not been registered under the fair value per share as determined in good faith by Securities Act of 1933 (the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. (e“Securities Act”) Anything herein to the contrary not- withstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Price; provided, however, that under any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustmentstate securities laws. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a share of Common Stock or other share or one-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of Such Seller (i) three (3) years is acquiring the Shares pursuant to an exemption from registration under the date Securities Act solely for investment with no present intention to distribute them to any Person in violation of the transaction that mandates such adjustment Securities Act or any applicable U.S. state securities laws, (ii) the Expiration Date. (f) If as a result of an adjustment made pursuant to Section 11(a)(ii) will not sell or Section 13(a) hereof, the holder otherwise dispose of any Right thereafter exercised shall become entitled to receive of the Shares except in compliance with the registration requirements or exemption provisions of the Securities Act and any shares of capital stock other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a)applicable U.S. state securities laws, (b), (c), (e), (g), (h), (i), (j), (kiii) has such knowledge and (m)experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of the Shares and of making an informed investment decision, and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares. (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of has conducted a share of Preferred Stock purchasable from time to time hereunder upon exercise review of the Rights, all subject to further adjustment as provided herein. (h) Unless business and affairs of PEC that it considers sufficient and reasonable for purposes of making the Company shall have exercised its election as provided in Section 11(i), upon each adjustment purchase of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase PriceShares, and (iiiv) dividing is an “accredited investor” (as that term is defined by Rule 501 under the product so obtained Securities Act) and has indicated the category of accredited investor into which it falls by completing the Purchase Price in effect immediately after such adjustment of Investor Questionnaire attached hereto as Exhibit I (the Purchase Price. (i“Investor Questionnaire”) The Company may elect on or after and forming part of, and incorporated by reference into, this Section 5.28. Such Seller acknowledges that the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment in the number of one one-hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date following legend may be placed on the date on which the Purchase Price is adjusted or any day thereaftercertificates representing such Shares: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, butAS AMENDED, if the Rights Certificates have been issuedOR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE ISSUER) TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. IN ADDITION, shall be at least ten THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE PURCHASE AND SALE AGREEMENT, DATED OCTOBER 14, 2013 AMONG WEST STAR OPERATING COMPANY, WEST STAR EXPLORATION AND PRODUCTION COMPANY, SHALCO ENERGY (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(iDELAWARE), the Company shallLLC, as promptly as practicablePOSTROCK MIDCONTINENT PRODUCTION, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of (j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share that were expressed in the initial Rights Certificates issued hereunderLLC AND POSTROCK ENERGY CORPORATION. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the number of one one-hundredths of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-hundredths of a share of Preferred Stock at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill ▇▇ other appropriate instrument evidencing such holder's right to receive

Stock. If neither the Common Stock nor the Preferred Stock is publicly held or so listed or traded, Current Market Price per share of the Preferred Stock shall mean the fair value per share as determined in good faith by the Board, whose determination Such option shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. (e) Anything herein to the contrary not- withstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Price; provided, however, that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a share of Common Stock or other share or one-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three (3) years from the date of the transaction that mandates such adjustment or (ii) the Expiration Date. (f) If as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares. (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) publishing notice of such redemption in the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, Authorized Newspaper and (ii) dividing furnishing notice, in the product so obtained by form set forth below, to the Purchase Price Trustee and each Holder of such redemption, in effect immediately after each case, not less than thirty (30) Business Days before the redemption date, provided, that no defect in any such adjustment notice shall affect the validity of the Purchase Price. (i) The Company may elect on redemption, and that any notice when published and mailed to the Trustee and a Holder in the aforesaid manner shall be conclusively deemed to have been received by such Holder whether or after not actually received by such Holder. Nothing in this Agreement shall limit the date of any adjustment Company's ability to purchase or otherwise acquire CVRs through open market transactions, privately negotiated transactions, or otherwise. * * * * * * * ▇▇▇▇▇▇ HOLDINGS INC. CONTINGENT VALUE RIGHTS [DATE] NOTICE OF REDEMPTION NOTICE IS HEREBY GIVEN THAT, pursuant to Section 301 of the Purchase Price to adjust Contingent Value Rights Agreement, dated as of February ___, 2000 (the number of Rights"Agreement"), in lieu of any adjustment in between ▇▇▇▇▇▇ Holdings Inc. (the number of one one-hundredths of a share of Preferred Stock purchasable upon "Company") and _________________, as trustee (the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i"Trustee"), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, has redeemed the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of (j) Irrespective of any adjustment or change Contingent Value Rights. All terms used in this Notice that are defined in the Purchase Price or Agreement shall have the number of one one-hundredths meanings assigned to them in the Agreement. Each and every currently outstanding CVR will be redeemed at a price equal to the difference between the [TARGET PRICE] and the current market value of a share Share as of Preferred Stock issuable upon the exercise [DATE], discounted from [MATURITY DATE] to [EARLY REDEMPTION PAYMENT DATE] at a per annum rate of the Rights6%, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share that were expressed in the initial Rights Certificates issued hereunder. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated valueless applicable withholding taxes, if any, of . * * * * * * * Promptly after the number of one one-hundredths of a share of Preferred Stock issuable upon exercise of the RightsEarly Redemption Payment Date, the Company shall take any corporate action that may(x) prepare and file with the Trustee a certificate setting forth the Company's determination of the Early Redemption Price (including, if the amount payable is to be paid in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-hundredths of a share of Preferred Stock at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified eventStock, the Company may elect Company's calculation of the amount of Stock to defer until be paid) and the occurrence facts accounting for such determination and (y) mail to each Holder a brief summary of such event certificate, indicating the issuance to the holder of any Right exercised after such record date of the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill ▇▇ other appropriate instrument evidencing such holder's right to receivelocations at which CVRs may be presented for payment.

Stock. If neither the The Company shall not pay any dividend or make any distribution on shares of Common Stock nor held in the Preferred Stock is publicly held or so listed or traded, Current Market Price per share treasury of the Preferred Stock shall mean the fair value per share as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposesCompany. (em) Anything herein In lieu of making any adjustment to the contrary not- withstanding, no adjustment in the Purchase Conversion Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Price; provided, however, that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a share of Common Stock or other share or one-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three (3) years from the date of the transaction that mandates such adjustment or (ii) the Expiration Date. (f) If as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a12.05(e), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares. (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price. (i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment in the number of one one-hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of (j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share that were expressed in the initial Rights Certificates issued hereunder. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the number of one one-hundredths of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-hundredths of a share of Preferred Stock at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence reserve an amount of such event the issuance cash for distribution to the holder holders of any Right exercised after such record date Convertible Subordinated Notes upon the conversion of the number Convertible Subordinated Notes so that any such holder converting Convertible Subordinated Notes will receive upon such conversion, in addition to the shares of one one-hundredths of a share of Preferred Common Stock and other capital stock items to which such holder is entitled, the full amount of cash which such holder would have received if such holder had, immediately prior to the Record Date for such distribution of cash, converted its Convertible Subordinated Notes into Common Stock, together with any interest accrued with respect to such amount, in accordance with this Section 12.05(m). The Company may make such election by providing an Officers' Certificate to the Trustee to such effect on or securities of prior to the Company, if any, issuable upon payment date for any such exercise over distribution and above depositing with the number of one one-hundredths of a share of Preferred Stock and other capital stock Trustee on or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provideddate an amount of cash equal to the aggregate amount that the holders of Convertible Subordinated Notes would have received if such holders had, howeverimmediately prior to the Record Date for such distribution, that converted all of the Convertible Subordinated Notes into Common Stock. Any such funds so deposited by the Company with the Trustee shall be invested by the Trustee in U.S. Government Obligations with a maturity not more than three (3) months from the date of issuance. Upon conversion of Convertible Subordinated Notes by a holder thereof, such holder shall be entitled to receive, in addition to the Common Stock issuable upon conversion, an amount of cash equal to the amount such holder would have received if such holder had, immediately prior to the Record Date for such distribution, converted its Convertible Subordinated Note into Common Stock, along with such holder's pro-rata share of any accrued interest earned as a consequence of the investment of such funds. Promptly after making an election pursuant to this Section 12.05(m), the Company shall deliver give or shall cause to be given notice to all holders of Convertible Subordinated Notes of such holder election, which notice shall state the amount of cash per $1,000 principal amount of Convertible Subordinated Notes such holders shall be entitled to receive (excluding interest) upon conversion of the Convertible Subordinated Notes as a due bill ▇▇ other appropriate instrument evidencing consequence of the Company having made such holder's right to receiveelection.