Common use of The Option Clause in Contracts

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to an aggregate of 4,448,684 fully paid and nonassessable shares of the common stock, $0.01 par value per share, of Issuer ("Common Stock") at a price per share equal to $26.00 (such price, as adjusted if applicable, the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares for which this Option is exercisable exceed 19.9% of the issued and outstanding shares of Common Stock at the time of exercise without giving effect to the shares of Common Stock issued or issuable under the Option. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereof), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision of the Merger Agreement.

The Option. (a) Issuer hereby grants From the date hereof until July 4, 2011 at any time and from time to Grantee an unconditionaltime, irrevocable option the Company, may, by written notice (the "Option"“Option Notice”) to purchasethe Purchaser, subject to the terms hereof, up to an aggregate of 4,448,684 fully paid and nonassessable shares exercise all or any portion of the common stockOption, $0.01 par value per share, of Issuer ("Common Stock") at a price per share equal to $26.00 (such price, as adjusted if applicable, the "Option Price"); providedsubject, however, that to the conditions and limitations set forth in Section 1.4 (d) and Section 1.4(e). In the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than that the Option Price (as adjusted pursuant to Section 5)is exercised, the purchase price for the Option Price Series A Preferred Stock shall be equal to such lesser price; provided, further, that in no event shall $10,000 per share multiplied by the number of shares for which this being purchased (the “Option is exercisable exceed 19.9% Purchase Price”). The purchase and sale of the issued Option Series A Preferred Stock shall take place at one or more closings (each, an “Option Closing”) at such day and outstanding shares of Common Stock at time as the time of exercise without giving effect Company shall designate in the Option Notice, which shall be no less than 10 days nor more than 30 days from the date the Option Notice is first sent to the shares Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Common Stock issued or issuable under Purchaser, and Purchaser shall deliver the OptionOption Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. The number of shares of Common Stock that In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be received upon deemed to be reasonably necessary by the other party to complete the purchase and sale of the Option Series A Preferred Stock being purchased. Subject to the payment of the aggregate Option Purchase Price in accordance with this Agreement, the Option Series A Preferred Stock so issued will be fully paid for by the Purchaser as of such Option Closing Date. Any exercise of the Option and the Option Price are subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereof), the number of shares of Common Stock shall be subject to the Option following conditions: (i) the sale of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; (ii) the Company shall be increased so thatnot be in default or breach of its obligations under the Certificate; (iii) there shall be no actions, after suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected to have a Material Adverse Effect (as such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals 19.9% term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties of the number Company set forth in Article VII of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Contribution Agreement shall be deemed to authorize Issuer to breach any provision true and correct as though made as of the Merger AgreementOption Closing Date.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "OptionOPTION") to purchase, subject to the terms hereof, up to an aggregate of 4,448,684 20,929,000 fully paid and nonassessable shares of the Issuer's common stock, $0.01 par value $5.00 per share, of Issuer share (the "Common Stock") ), at a price of $72.00 per share equal to $26.00 (such price, as adjusted if applicable, the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares of Common Stock for which this Option is exercisable exceed 19.9% of the Issuer's issued and outstanding shares of Common Stock at the time of exercise without giving effect to the shares of Common Stock issued or issuable under the Optionexercise. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are is subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereofAgreement), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any (including the number of shares of Common Stock previously theretofor issued pursuant hereto, to this Option) equals 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision of the Merger Agreement.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to an aggregate of 4,448,684 20,929,000 fully paid and nonassessable shares of the Issuer's common stock, $0.01 par value $5.00 per share, of Issuer share (the "Common Stock") ), at a price of $72.00 per share equal to $26.00 (such price, as adjusted if applicable, the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares of Common Stock for which this Option is exercisable exceed 19.9% of the Issuer's issued and outstanding shares of Common Stock at the time of exercise without giving effect to the shares of Common Stock issued or issuable under the Optionexercise. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are is subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereofAgreement), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any (including the number of shares of Common Stock previously theretofor issued pursuant hereto, to this Option) equals 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision of the Merger Agreement.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to an aggregate of 4,448,684 2,634,131 fully paid and nonassessable shares of the common stock, $0.01 par value per share, of Issuer ("Common Stock") at a price per share equal to $26.00 29.23 (such price, as adjusted if applicable, the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares for which this Option is exercisable exceed 19.9% of the issued and outstanding shares of Common Stock at the time of exercise without giving effect to the shares of Common Stock issued or issuable under the Option. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereof), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision of the Merger Agreement.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "OptionOPTION") to purchase, subject to the terms hereof, up to an aggregate the Option Amount (as defined in Section 19 below) of 4,448,684 fully paid and nonassessable shares of the common stock, $0.01 par value per share, of Issuer ("Common StockCOMMON STOCK") at a price per share in cash equal to $26.00 35.69 (such price, as adjusted if applicable, the "Option PriceOPTION PRICE"); providedPROVIDED, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, furtherHOWEVER, that in no event shall the number of shares for which this Option is exercisable exceed 19.9% the Option Percentage (as defined in Section 19 below) of the issued and outstanding shares of Common Stock at the time of exercise without giving effect to the shares of Common Stock issued or issuable under the Option. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a4(a) hereof), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals 19.9% the Option Percentage of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer or Grantee to breach any provision of the Merger Agreement.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to an aggregate of 4,448,684 2,913,172 fully paid and nonassessable common shares of the common stock, $0.01 par value per share, of Issuer ("Common StockShares") at a price per share equal to U.S. $26.00 6.25 (such price, as adjusted if applicable, the "Option Price") or an aggregate purchase price for the Common Shares of U.S. $18,207,325 (the "Aggregate Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares for which this Option is exercisable exceed 19.9% of the issued and outstanding shares Common Shares (without giving effect to any exercise of Common Stock this Option) at the time of exercise without giving effect to the shares of Common Stock Shares issued or issuable under the Option. The number of shares of Common Stock Shares that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock Shares are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereof), the number of shares of Common Stock Shares subject to the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock Shares previously issued pursuant hereto, equals 19.9% of the number of shares of Common Stock Shares then issued and outstanding (without giving effect to any exercise of this Option) without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer or Grantee to breach any provision of the Merger Offer Agreement. Any such increase shall not affect the Aggregate Option Price.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to an aggregate of 4,448,684 4,707,333 fully paid and nonassessable shares of the common stock, $0.01 0.0001 par value per share, of Issuer ("Common Stock") at a price per share equal to $26.00 1.3 times the closing price per share of the Grantee's common shares as reported on the date hereof on the Consolidated Tape for New York Stock Exchange issues (such price, as adjusted if applicable, the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares for which this Option is exercisable exceed 19.9% of the issued and outstanding shares of Common Stock at the time of exercise without giving effect to the shares of Common Stock issued or issuable under the Option. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereof), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision of the Merger Agreement.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to an aggregate the Option Amount (as defined in Section 19 below) of 4,448,684 fully paid and nonassessable shares of the common stock, $0.01 par value per share, of Issuer ("Common Stock") at a price per share in cash equal to $26.00 35.69 (such price, as adjusted if applicable, the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares for which this Option is exercisable exceed 19.9% the Option Percentage (as defined in Section 19 below) of the issued and outstanding shares of Common Stock at the time of exercise without giving effect to the shares of Common Stock issued or issuable under the Option. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a4(a) hereof), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals 19.9% the Option Percentage of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer or Grantee to breach any provision of the Merger Agreement.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to an aggregate of 4,448,684 1,031,861 fully paid and nonassessable shares of the Issuer's common stock, par value $0.01 par value per share, of Issuer share (the "Common Stock") ), at a price of $127.14 per share equal to $26.00 (such price, as adjusted if applicable, the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares of Common Stock for which this Option is exercisable exceed 2.39% (and together with the number of shares for which that certain option of even date herewith granted to USA Networks, Inc. is exercisable exceed 19.9% %) of the Issuer's issued and outstanding shares of Common Stock at the time of exercise without giving effect to the shares of Common Stock issued or issuable under the Optionexercise. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than except for shares issued pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereofAgreement), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number equals 2.39% (and together with any the number of shares for which that certain option of Common Stock previously issued pursuant heretoeven date herewith granted to USA Networks, Inc. is exercisable equals 19.9% %) of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision of the Merger Reorganization Agreement.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereofand conditions of this Agreement, up to an aggregate of 4,448,684 28,895,812 fully paid and nonassessable common shares of in the common stock, $0.01 par value per share, capital of Issuer ("Common Stock") ), of Issuer at a price per share in cash equal to $26.00 the average of the closing price of Issuer's Common Stock on the New York Stock Exchange (such priceas reported in The Wall Street Journal, New York City edition) on the five trading days ending on the last trading day preceding the Notice Date (as adjusted if applicable, defined below) (the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares for which this the Option is exercisable exceed 19.912.5% of the issued and outstanding shares of Common Stock issued and outstanding at the time of exercise without (giving effect to the shares of Common Stock issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of shares of Common Stock that may be received purchasable upon the exercise of the Option and the Option Price are subject to adjustment as herein set forthforth in this Agreement. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereofAgreement), the aggregate number of shares of Common Stock subject to purchasable upon exercise of the Option (inclusive of shares, if any, previously purchased upon exercise of the Option) shall automatically be increased (without any further action on the part of Issuer or Grantee being necessary) so that, after such issuance, it equals the Maximum Applicable Percentage. No such number together with any shares of Common Stock previously issued pursuant hereto, equals 19.9% of increase shall affect the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision of the Merger AgreementOption Price.

The Option. (a) Issuer hereby grants to Grantee an ---------- unconditional, irrevocable option (the "Option") to purchase, subject to the ------ terms hereof, up to an aggregate of 4,448,684 11,067,986 fully paid and nonassessable shares ("Option ------ Shares") of the common stock, $0.01 par value $.01 per share, of Issuer share ("Common Stock") ), of Issuer ------ ------------ at a price per share in cash equal to $26.00 6.5525 (such price, as adjusted if applicablesubject to adjustment in accordance with this Agreement, the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in ------------ -------- ------- no event shall the number of shares for which this Option is exercisable Shares exceed 19.9% of the capital stock entitled to vote generally for the election of directors of Issuer that is issued and outstanding shares of Common Stock at the time of exercise (without giving effect to the shares of Common Stock Option Shares issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of shares of Common Stock that may be received Option ----------------------------- Shares purchasable upon the exercise of the Option and the Option Price are subject to adjustment as set forth herein set forthand subject to Section 20(b). (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereofAgreement), the aggregate number of shares Option Shares purchasable upon exercise of Common Stock subject to the Option shall automatically be increased (without any further action on the part of Issuer or Grantee being necessary) so that, after taking into consideration any such issuance, such aggregate number together equals the Maximum Applicable Percentage. (c) The Option Price with respect to the Option Shares as to which Grantee may propose to exercise this Option pursuant to Section 2, or to request the repurchase of this Option by Issuer pursuant to Section 9 (in either case, the "Proposed Exercise Shares"), shall not be greater than, and shall be ------------------------ adjusted downward (but not to less than the par value of the Common Stock) to the extent necessary to be, the Maximum Option Share Price (as defined below). The "Maximum Option Share Price" with respect to any shares Proposed Exercise Shares -------------------------- shall be that price per share in cash at which the Option must be exercisable in order to result in a Total Profit (as defined in Section 20) to Grantee, determined as of the date of such proposal, of $5,000,000, assuming for such purpose that this Option were exercised on such date for all of the Option Shares subject to this Option and assuming that all of such Option Shares were sold for cash at the closing market price on the New York Stock Exchange, Inc. (the "NYSE") for the Common Stock previously issued pursuant hereto, equals 19.9% as of the number close of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to business on the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision of the Merger Agreementpreceding ---- trading day (less customary brokerage commissions).

The Option. (a) Issuer 2.1 Vendors hereby grants grant to Grantee Optionee an unconditionalexclusive option to purchase an undivided 100% right, irrevocable option title and interest in and to Vendors' rights to the Property, in accordance with the terms of this Agreement (the "Option"). 2.2 To exercise the Option, Optionee must (1) pay the aggregate sum of $910,000 to purchaseVendors, subject to (2) incur an aggregate of at least $950,000 of Expenditures on the terms hereofProperty, up and (3) issue restricted common shares (the "Execution Share Allocation") equal to an aggregate of 4,448,684 fully paid and nonassessable shares of the common stock, $0.01 par value per share, of Issuer ("Common Stock") at a price per share equal to $26.00 (such price, as adjusted if applicable, the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares for which this Option is exercisable exceed 19.93% of the issued and outstanding shares of Restricted Common Stock in Optionee as at the time of exercise without giving effect Execution Date, subject to adjustment for any Restricted Common Stock issuances; cancellations; and/or stock splits or stock dividends, which occur within 14 days subsequent to the Execution Date (or any public company created by Optionee for the purpose of development of the Property) that shall have the restrictions specified in Section 2.3(c). This issuance to be governed by the following formula: A = Total Restricted issued and outstanding Common Shares at Execution Date B = Sum of any Restricted Common Share issuances within 14 days of Execution Date C = Sum of any Restricted Common Share cancellations within 14 days of Execution Date D = Any multiplier to reflect a Stock Dividend or Stock Split E = Execution Shares to be issued to Vendors E = ( [ A + B - C ] x D ) x 3% Additionally, it is agreed the Execution Stock Allocation issuance to the Vendors will not be less than 9,750,000 restricted common shares and will not exceed 9,750,000 restricted common shares and that any pre-stock split or pre-stock dividend restricted stock issuances to the Vendors or any post-stock split or post-stock dividend restricted stock issuances to the Vendors will be adjusted to increase or reduce the amount of Common Stock restricted shares issued or issuable under to the Option. The number of Vendors to 9,750,000 restricted common shares of Common Stock that may be received upon the in all events. 2.3 In order to implement exercise of the Option Option, and maintain the Option Price are subject in effect, Optionee shall: (a) pay Vendors the following cash sums on or before the dates described below: i. $33,000 prior to adjustment as herein set forthor upon execution of the Option Agreement (the “Execution Date”) (less $20,000 that has previously been paid) for a net balance owing of $13,000; ii. $52,000 on or before November 1, 2011; iii. $25,000 on or before March 1, 2012; iv. $75,000 on or before one year from the Execution Date; v. $75,000 on or before November 1, 2012; vi. $100,000 on or before two years from the Execution Date; vii. $100,000 on or before November 1, 2013; viii. $100,000 on or before three years from the Execution Date; ix. $100,000 on or before November 1, 2014; x. $125,000 on or before four years from the Execution Date; and xi. $125,000 on or before November 1, 2015. (b) In incur the event that any additional shares of Common Stock are issued following Expenditures on or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereof), the number of shares of Common Stock subject with respect to the Option shall be increased so thatProperty, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals 19.9% of by the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject following dates: i. $150,000 within 12 months following the Execution Date; ii. $200,000 on or issued pursuant to before 24 months following the OptionExecution Date; iii. Nothing contained in this Section 1(b) $300,000 on or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision of before 36 months following the Merger Agreement.Execution Date; and

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "OptionOPTION") to purchase, subject to the terms hereof, up to an aggregate of 4,448,684 6,921,479 fully paid and nonassessable shares of the Issuer's common stock, $0.01 without par value per share(the "COMMON STOCK"), of Issuer ("Common Stock") at a price of $42.96 per share equal to $26.00 (such price, as adjusted if applicable, the "Option OPTION Price"); providedPROVIDED, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Affiliation Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; providedPROVIDED, further, that in no event shall the number of shares of Common Stock for which this Option is exercisable exceed 19.9% of the Issuer's issued and outstanding shares of Common Stock at the time of exercise without giving effect to the any shares of Common Stock subject or issued or issuable under pursuant to the Option. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are is subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) 5 hereof), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any (including the number of shares of Common Stock previously theretofor issued pursuant hereto, to this Option) equals 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision of the Merger Affiliation Agreement.

The Option. (ai) Issuer By execution and delivery of this Agreement, the Company hereby grants to Grantee an unconditionalXencor the Option. The aggregate purchase price for the full exercise of the Option to acquire the Additional Shares shall be $10,000,000, irrevocable option which purchase price shall be pro-rated for any partial exercise of the Option for less than the full 10% of the Fully Diluted Company Shares immediately following such purchase. The Option shall be exercised by Xencor delivering written notice to the Company (the "Option") to purchase“Exercise Notice”), with payment in full for the shares due at the time of such written notice, subject to Section 1(b)(ii) below. The Company shall issue the terms hereofAdditional Shares as directed in writing by Xencor, up to an aggregate within five business days of 4,448,684 fully paid and nonassessable shares receipt of the common stockExercise Notice and payment of the purchase price. (ii) The purchase price for the Additional Shares being purchased pursuant to the Option may be paid either (i) by cash or wire transfer of immediately available funds, $0.01 par (ii) by surrender of a number of the Additional Shares which have a fair market value per share, of Issuer ("Common Stock") at a price per share equal to $26.00 the aggregate purchase price of the Additional Shares being purchased (such price“Net Issuance”) as determined herein, as adjusted if applicableor (iii) any combination of the foregoing. If Xencor elects the Net Issuance method of payment, the "Option Price")Company shall issue to Xencor upon exercise a number of Additional Shares determined in accordance with the following formula: where: X = the number of Additional Shares to be issued to Xencor; provided, however, that in Y = the event Issuer issues or agrees number of Additional Shares with respect to issue any shares of Common Stock (other than as permitted which Xencor is exercising its purchase rights under the Merger Agreement) at a price less than Option, which for clarity, upon full exercise of the Option Price will equal 10% of the Fully Diluted Company Shares outstanding following the purchase of the Additional Shares; A = the fair market value of one (as adjusted pursuant to Section 5), 1) share of the Option Price shall be equal to such lesser priceAdditional Shares on the date of exercise; provided, further, that in no event shall and B = $10,000,000 / Y. No fractional shares arising out of the above formula for determining the number of shares for which this Option is exercisable exceed 19.9% to be issued to Xencor shall be issued, and the Company shall in lieu thereof make payment to Xencor of cash in the amount of such fraction multiplied by the fair market value of one (1) share of the issued and outstanding shares Additional Shares on the date of exercise. For purposes of the above calculation, the fair market value of one (1) share of the Additional Shares shall mean (a) if the Common Stock at is then traded on a securities exchange, the time closing price of exercise without giving effect such Common Stock on such on the last trading day prior to the shares date of exercise, (b) if the Common Stock issued is then regularly traded over-the-counter, the closing sale prices or issuable under secondarily the Option. The number closing bid of shares of such Common Stock that may be received upon on the exercise last trading day prior to the date of exercise, or (c) if there is no active public market for the Common Stock, the fair market value of one share of the Option and Additional Shares as reasonably determined in good faith by the Option Price are subject to adjustment as herein set forthBoard of Directors of the Company. (biii) In If at any time: (1) the event that Company shall declare any additional shares of cash dividend upon its Common Stock are issued or otherwise become outstanding after the date of this Agreement Stock; (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a2) hereof), the number of shares of Common Stock subject to the Option there shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals 19.9% Acquisition (as defined below) or capital reorganization or reclassification of the number capital stock of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(bCompany; (3) or elsewhere in this Agreement there shall be deemed to authorize Issuer to breach any provision a voluntary or involuntary dissolution, liquidation or winding-up of the Merger Agreement.Company; or (4) there shall be an initial public offering of the Company’s securities;

The Option. (a) Issuer hereby grants to Grantee an ---------- unconditional, irrevocable option (the "Option") to purchase, subject to the ------ terms hereof, up to an aggregate of 4,448,684 11,067,986 fully paid and nonassessable shares ("Option ------ Shares") of the common stock, $0.01 par value $.01 per share, of Issuer share ("Common Stock") ), of Issuer ------ ------------ at a price per share in cash equal to $26.00 6.5625 (such price, as adjusted if applicablesubject to adjustment in accordance with this Agreement, the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in ------------ -------- ------- no event shall the number of shares for which this Option is exercisable Shares exceed 19.9% of the capital stock entitled to vote generally for the election of directors of Issuer that is issued and outstanding shares of Common Stock at the time of exercise (without giving effect to the shares of Common Stock Option Shares issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of shares of Common Stock that may be received Option ----------------------------- Shares purchasable upon the exercise of the Option and the Option Price are subject to adjustment as set forth herein set forthand subject to Section 20(b). (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereofAgreement), the aggregate number of shares Option Shares purchasable upon exercise of Common Stock subject to the Option shall automatically be increased (without any further action on the part of Issuer or Grantee being necessary) so that, after taking into consideration any such issuance, such aggregate number together equals the Maximum Applicable Percentage. (c) The Option Price with respect to the Option Shares as to which Grantee may propose to exercise this Option pursuant to Section 2, or to request the repurchase of this Option by Issuer pursuant to Section 9 (in either case, the "Proposed Exercise Shares"), shall not be greater than, and shall be ------------------------ adjusted downward (but not to less than the par value of the Common Stock) to the extent necessary to be, the Maximum Option Share Price (as defined below). The "Maximum Option Share Price" with respect to any shares Proposed Exercise Shares -------------------------- shall be that price per share in cash at which the Option must be exercisable in order to result in a Total Profit (as defined in Section 20) to Grantee, determined as of the date of such proposal, of $5,000,000, assuming for such purpose that this Option were exercised on such date for all of the Option Shares subject to this Option and assuming that all of such Option Shares were sold for cash at the closing market price on the New York Stock Exchange, Inc. (the "NYSE") for the Common Stock previously issued pursuant hereto, equals 19.9% as of the number close of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to business on the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision of the Merger Agreementpreceding ---- trading day (less customary brokerage commissions).

The Option. (a1) Issuer Each Stockholder hereby grants to Grantee Aegis or its Permitted Assign (the "Holder") an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to an aggregate of 4,448,684 fully paid and nonassessable shares all but not fewer than all of the common stock, $0.01 par value per share, of Issuer Shares and New Shares ("Common Stock"as defined in Section 7 hereof) at a price per share equal to $26.00 (such price, as adjusted if applicable, the "Option Price"); provided, however, that in the event Issuer issues any time on or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares for which this Option is exercisable exceed 19.9% of the issued and outstanding shares of Common Stock at the time of exercise without giving effect prior to the shares of Common Stock issued or issuable under the Option. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding Expiration Date if after the date of this Agreement a Takeover Proposal (as hereinafter defined) has been made. "Takeover Proposal" means, any proposal or offer, other than pursuant to this Agreement and other than pursuant to an event described by Aegis or any Affiliate thereof, for a "Competing Transaction" (as such term is defined in Section 5(a) hereof), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision 6.5 of the Merger Agreement). Following the occurrence of a Takeover Proposal, Holder may purchase the Shares and New Shares at a purchase price of $31.00 per Share and New Share. The purchase price per share set forth in the immediately preceding sentence, as adjusted pursuant to paragraph 2(b) below, is hereinafter referred to as the "Option Price." If the Holder wishes to exercise the Option, it shall send to the Stockholder a written notice (the date of which is referred to herein as the "Notice Date") on or prior to the Expiration Date specifying (i) the total number of shares that the Holder will purchase from such Stockholder pursuant to such exercise, which must be all of the Shares and New Shares, and (ii) a place and date (a "Closing Date") not later than the later of (A) two (2) business days following the expiration or earlier termination of any applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and (B) one (1) business day following the consummation of the Offer, for the closing of such purchase (a "Closing"). At each Closing, the Holder shall pay to such Stockholder the aggregate purchase price for the Shares or New Shares purchased pursuant to the exercise of the Option in immediately available funds by a wire transfer to a bank account designated by such Stockholder; provided that failure or refusal of such Stockholder to designate such a bank account shall not preclude the Holder from exercising the Option. At such Closing, simultaneously with the payment of the aggregate Option Price by the Holder, such Stockholder shall deliver to the Holder a certificate or certificates representing the number of Shares or New Shares purchased by the Holder accompanied by duly executed stock powers. The Stockholders agree that they will not tender the Shares into the Offer, without the prior written consent of the Holder.

The Option. (a) Issuer hereby grants to Grantee an unconditional, ---------- irrevocable option (the "Option") to purchase, subject to the terms hereof, up ------ to an aggregate of 4,448,684 6,921,479 fully paid and nonassessable shares of the Issuer's common stock, $0.01 without par value per share, of Issuer (the "Common Stock") ), at a price of $42.96 per share equal to $26.00 (such price, as adjusted if applicable, the ------------ "Option Price"); provided, however, that in the event Issuer issues or agrees ------------ -------- to issue any shares of Common Stock (other than as permitted under the Merger Affiliation Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares of Common Stock -------- for which this Option is exercisable exceed 19.9% of the Issuer's issued and outstanding shares of Common Stock at the time of exercise without giving effect to the any shares of Common Stock subject or issued or issuable under pursuant to the Option. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are is subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) 5 hereof), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any (including the number of shares of Common Stock previously theretofor issued pursuant hereto, to this Option) equals 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision of the Merger Affiliation Agreement.

The Option. (a) Issuer hereby grants to Grantee an ---------- unconditional, irrevocable option (the "Option") to purchase, subject to the ------ terms hereof, up to an aggregate of 4,448,684 4,795,431 fully paid and nonassessable shares ("Option ------ Shares") of the common stock, $0.01 par value $.01 per share, of Issuer share ("Common Stock") ), of Issuer ------ ------------ at a price per share in cash equal to $26.00 23.25 (such price, as adjusted if applicablesubject to adjustment in accordance with this Agreement, the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in ------------ -------- ------- no event shall the number of shares for which this Option is exercisable Shares exceed 19.9% of the capital stock entitled to vote generally for the election of directors of Issuer that is issued and outstanding shares of Common Stock at the time of exercise (without giving effect to the shares of Common Stock Option Shares issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of shares of Common Stock that may be received Option Shares ----------------------------- purchasable upon the exercise of the Option and the Option Price are subject to adjustment as set forth herein set forthand subject to Section 20(b). (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereofAgreement), the aggregate number of shares Option Shares purchasable upon exercise of Common Stock subject to the Option shall automatically be increased (without any further action on the part of Issuer or Grantee being necessary) so that, after taking into consideration any such issuance, such aggregate number together equals the Maximum Applicable Percentage. (c) The Option Price with respect to the Option Shares as to which Grantee may propose to exercise this Option pursuant to Section 2, or to request the repurchase of this Option by Issuer pursuant to Section 9 (in either case, the "Proposed Exercise Shares"), shall not be greater than, and shall be ------------------------ adjusted downward (but not to less than the par value of the Common Stock) to the extent necessary to be, the Maximum Option Share Price (as defined below). The "Maximum Option Share Price" with respect to any shares Proposed Exercise Shares -------------------------- shall be that price per share in cash at which the Option must be exercisable in order to result in a Total Profit (as defined in Section 20) to Grantee, determined as of the date of such proposal, of $5,000,000, assuming for such purpose that this Option were exercised on such date for all of the Option Shares subject to this Option and assuming that all of such Option Shares were sold for cash at the closing market price on the New York Stock Exchange, Inc. (the "NYSE") for the Common Stock previously issued pursuant hereto, equals 19.9% as of the number close of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to business on the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision of the Merger Agreementpreceding ---- trading day (less customary brokerage commissions).

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereofand conditions of this Agreement, up to an aggregate of 4,448,684 64,992,261 fully paid and nonassessable shares of the common stock, par value $0.01 par value per share, of Issuer share ("Common Stock") ), of Issuer at a price per share in cash equal to $26.00 the average of the closing price of Issuer's Common Stock on the New York Stock Exchange (such priceas reported in The Wall Street Journal, New York City edition) on the five trading days ending on the last trading day preceding the Notice Date (as adjusted if applicable, defined below) (the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares for which this the Option is exercisable exceed 19.912.5% of the issued and outstanding shares of Common Stock issued and outstanding at the time of exercise without (giving effect to the shares of Common Stock issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of shares of Common Stock that may be received purchasable upon the exercise of the Option and the Option Price are subject to adjustment as herein set forthforth in this Agreement. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereofAgreement), the aggregate number of shares of Common Stock subject to purchasable upon exercise of the Option (inclusive of shares, if any, previously purchased upon exercise of the Option) shall automatically be increased (without any further action on the part of Issuer or Grantee being necessary) so that, after such issuance, it equals the Maximum Applicable Percentage. No such number together with any shares of Common Stock previously issued pursuant hereto, equals 19.9% of increase shall affect the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision of the Merger AgreementOption Price.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to an aggregate of 4,448,684 189,783,270 fully paid and nonassessable shares ("Option Shares") of the common stock, $0.01 without par value per share, of Issuer ("Common Stock") ), of Issuer at a price per share in cash equal to $26.00 41.00 (such price, as adjusted if applicablesubject to adjustment in accordance with this Agreement, the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares for which this Option is exercisable Shares exceed 19.9% of the issued and outstanding shares of Common Stock at the time of exercise without giving effect to the shares of Common Stock issued and outstanding at the time of exercise (without giving effect to the Option Shares issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of shares of Common Stock that may be received Option Shares purchasable upon the exercise of the Option and the Option Price are subject to adjustment as herein set forthforth herein. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereofAgreement), the aggregate number of shares Option Shares purchasable upon exercise of Common Stock subject to the Option shall automatically be increased (without any further action on the part of Issuer or Grantee being necessary) so that, after taking into consideration any such issuance, such aggregate number together equals the Maximum Applicable Percentage. (c) The Option Price with respect to the Option Shares as to which Grantee may propose to exercise this Option pursuant to Section 2, or to request the repurchase of this Option by Issuer pursuant to Section 9 (in either case, the "Proposed Exercise Shares"), shall not be greater than, and shall be adjusted downward to the extent necessary to be, the Maximum Option Price (as defined below). The "Maximum Option Price" with respect to any shares Proposed Exercise Shares shall be that price per share in cash at which the Option must be exercisable in order to result in a Total Profit (as defined in Section 19) to Grantee, determined as of the date of such proposal, of $50,000,000, assuming that this Option were exercised on such date for all of the Option Shares subject to this Option and assuming that all of such Option Shares were sold for cash at the closing market price on the New York Stock Exchange, Inc. (the "NYSE") for the Common Stock previously issued pursuant hereto, equals 19.9% as of the number close of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to business on the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision of the Merger Agreementpreceding trading day (less customary brokerage commissions).

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to an aggregate of 4,448,684 64,861,617 fully paid and nonassessable shares ("Option Shares") of the common stock, $0.01 par value $2.50 per share, of Issuer ("Common Stock") at a price per share in cash equal to $26.00 82.82 (such price, as adjusted if applicablesubject to adjustment in accordance with this Agreement, the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares for which this Option is exercisable Shares exceed 19.9% of the issued and outstanding shares of Common Stock at the time of exercise without giving effect to the shares of Common Stock issued and outstanding at the time of exercise (without giving effect to the Option Shares issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of shares of Common Stock that may be received Option Shares purchasable upon the exercise of the Option and the Option Price are subject to adjustment as herein set forthforth herein. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereofAgreement), the aggregate number of shares Option Shares purchasable upon exercise of Common Stock subject to the Option shall automatically be increased (without any further action on the part of Issuer or Grantee being necessary) so that, after taking into consideration any such issuance, such aggregate number together equals the Maximum Applicable Percentage. (c) The Option Price with respect to the Option Shares as to which Grantee may propose to exercise this Option pursuant to Section 2, or to request the repurchase of this Option by Issuer pursuant to Section 9 (in either case, the "Proposed Exercise Shares"), shall not be greater than, and shall be adjusted downward to the extent necessary to be, the Maximum Option Price (as defined below). The "Maximum Option Price" with respect to any shares Proposed Exercise Shares shall be that price per share in cash at which the Option must be exercisable in order to result in a Total Profit (as defined in Section 19) to Grantee, determined as of the date of such proposal, of $25,000,000, assuming for such purpose that this Option were exercised on such date for all of the Option Shares subject to this Option and that all of such Option Shares were sold for cash at the closing market price on the New York Stock Exchange, Inc. (the "NYSE") for the Common Stock previously issued pursuant hereto, equals 19.9% as of the number close of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to business on the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall preceding trading day (less customary brokerage commissions); provided that the Maximum Option Price may not be deemed to authorize Issuer to breach any provision less than the par value per share of the Merger AgreementCommon Stock.

The Option. (a) Issuer Effective on the Closing Date (as hereinafter defined), subject to the terms and conditions of this Agreement the Seller hereby grants to Grantee an unconditional, irrevocable the Purchaser the option to purchase (the "Option") to purchase, subject to the terms hereof, up to an aggregate of 4,448,684 fully paid and nonassessable shares in whole or in part of the common stock, $0.01 par value per share, of Issuer ("Common Stock") at a Option Shares in exchange for an exercise price per share in cash equal to $26.00 (such price, as adjusted if applicable, 3.25 per share. Notwithstanding the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5)foregoing, the Option Price shall not be equal exercisable to the extent that such lesser price; provided, further, that in no event shall exercise would cause the number Purchaser to be deemed an Interested Stockholder within the meaning of shares for which this Option is exercisable exceed 19.9% Section 203 of the issued and outstanding shares of Common Stock at the time of exercise without giving effect Delaware General Corporation Law (an "Interested Stockholder"), unless, prior to the shares of Common Stock issued or issuable under the Option. The number of shares of Common Stock that may be received upon the exercise of the Option the Board of Directors of Wickes approves the Purchaser's acquiring more than 15% of the outstanding shares of Wickes Common Stock so as to prevent the Purchaser and the Option Price are subject to adjustment as herein set forthits affiliates from becoming an Interested Stockholder. (b) In The Option may be exercised in whole or in part and from time to time only by notice given by the event Purchaser to the Seller at any time after the Closing Date and on or before November 4, 1998, except that any additional shares to the extent that the Option is not exercisable by virtue of the last sentence of Section 1.02(a) hereof, the Option may be exercised in whole or in part by notice given by the Purchaser to the Seller on or before the earlier to occur of (i) October 5, 1999 or (ii) 30 days after the Purchaser has received written notice from the Seller certifying that the Wickes Board of Directors has approved the Purchaser and its affiliates purchasing more than 15% of the outstanding Wickes Common Stock are issued so that the Purchaser will not be deemed an Interested Stockholder. The Seller agrees to use its best efforts to cause Wickes' Board of Directors to approve the matter referred to in clause (ii) of the preceding sentence. If on November 4, 1998, the Purchaser has not exercised the Option as to at least 200,000 shares, the Seller shall have the option to cause the Purchaser to be obligated to purchase the number of the Option shares equal to the difference between 200,000 shares and the number of Option Shares as to which the Option shall have previously been exercised. This "put" option (the "Put Option") may be exercised by the Seller at any time after November 4 and on or otherwise become outstanding before November 14, 1998. The purchase and sale of the Option Shares pursuant to the Option and/or the Put Option shall take place at the offices of the Seller's counsel on the tenth day (or sooner at the Purchaser's option) after the date of this Agreement such notice (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereofthe "Option Closing Date"), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision of the Merger Agreement.