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 "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 In connection with the purchase of the Firm Shares, the Company hereby grants agrees to Grantee provide Purchaser, as of the date of the First Closing, with an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, purchase 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") 7,142,857 Option Shares at a ------ purchase price of $14.00 per share equal to $26.00 Option Share (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) The Option may be exercised by Purchaser, at any time and from time to time up to four (4) times, commencing on the First Closing and ending on midnight of the date which is one (1) year after the later of (i) the date of the First Closing and (ii) the date of the receipt of the Stockholder Approval, for a number of Option Shares having an aggregate purchase price of not less than $25.0 million for each such exercise (other than any exercise where Purchaser purchases all remaining Option Shares). Pending receipt of the Stockholder Approval, the Option can be exercised any number of times and for any number of shares in accordance with the last sentence of Section 1.2. (c) In the event that any additional shares Purchaser wishes to exercise the Option, Purchaser shall send a written notice to the Company of Common Stock are issued its intention to exercise the Option, in whole or otherwise become outstanding after in part (an "Option Notice"), specifying the place, time and ------------- date ("Option Closing Date") of the closing of such purchase (an "Option ------------------- ------ Closing"), which date shall not be less than three business days from the date ------- on which an Option Notice is delivered. In the event Purchaser wishes to exercise the Additional Purchase Option, Purchaser shall send a written notice to the Company of this Agreement (other than pursuant its intention to this Agreement and other than pursuant to an event described in Section 5(a) hereof)exercise the Additional Purchase Option, specifying the number of shares of Common Stock subject Firm Shares or Option Shares to be purchased and the Option shall be increased so thatplace, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals 19.9% time and date ("Additional Purchase Closing Date") of the number closing of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Optionsuch -------------------------------- purchase (an "Additional Purchase Closing"). 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 4.1 Each Selling Party hereby grants to Grantee Parent an unconditional, irrevocable option (the "Option") to purchasepurchase on one occasion, subject to the terms hereof, up to an aggregate all of 4,448,684 fully paid and nonassessable the Subject Securities Owned by such Selling Party (other than the 500,000 shares of Company Common Stock Owned by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with respect to which ACX has voting power) at any time on or prior to the common stockExpiration Date if after the date of this Agreement an Exercise Event occurs. Following the occurrence of an Exercise Event, Parent may purchase: (i) all (but not less than all) Subject Securities consisting of Company Common Stock at a purchase price of $0.01 par value 2.33 per shareshare (as adjusted pursuant to Section 4.2 below, the "Standard Option Price"), and (ii) all or any part of Issuer any other Subject Securities at a purchase price equal to that paid by such Selling Party for such Subject Securities (the "Common StockOther Option Price"). If Parent wishes to exercise the Option, it shall send to the Selling Parties a written notice (the date of which is referred to herein as the "Notice Date") at on or prior to the Expiration Date specifying (i) which Subject Securities not consisting of Company Common Stock Parent will purchase, if any, and (ii) a price per share equal to $26.00 place and date not later than the later of (such priceA) five (5) business days from the Notice Date and (B) notwithstanding the Expiration Deadline (but in any event not later than March 15, 2000), two (2) business days following the expiration or earlier termination of any applicable waiting period under the ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as adjusted amended, for the closing of such purchase (the "Option Closing"). At the Option Closing, Parent shall pay to each Selling Party the aggregate purchase price for the Subject Securities sold by such Selling Party in immediately available funds by a wire transfer to a bank account designated by such Selling Party; provided that failure or refusal of such Selling Party to designate such a bank account shall not preclude Parent from exercising the Option. At the Option Closing, simultaneously with the payment of the aggregate Standard Option Price and the Other Option Price, if applicable, by Parent, each Selling Party shall deliver to Parent a certificate or certificates representing the Subject Securities accompanied by duly executed stock powers. If prior notification to or approval of any governmental authority is required (or if any waiting period must expire or be terminated) in connection with the exercise of the Option, the Selling Parties shall promptly cause to be filed, if applicable, the "Option Price"required notice or application for approval and shall expeditiously process the same (and the Selling Parties shall cooperate with Parent in the filing of any such notice or application required to be filed by Parent and the obtaining of any such approval required to be obtained by Parent), and notwithstanding anything to the contrary set forth in this Agreement, the Expiration Deadline may be extended by Parent to a date not more than three (3) business days after the date on which any required notification has been made, approval has been obtained or waiting period has expired or been terminated; provided, however, that in no event may the event Issuer issues or agrees to issue Expiration Deadline be extended beyond March 15, 2000. 4.2 If at any shares of Common Stock time the Company shall (i) pay a dividend (other than as permitted under regular cash dividends) or otherwise make a distribution to the Merger Agreementholders of Company Common Stock, (ii) 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 subdivide its 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 into a larger number of shares of Common Stock or combine its outstanding shares of Company Common Stock into a smaller number of shares of Company Common Stock, (iii) reorganize its capital, reclassify its capital stock, consolidate or merge with or into another entity or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another entity or (iv) engage in any similar dilutive transaction, the parties agree to adjust the Standard Option Price and/or the number of shares of Company Common Stock (or Company Common Stock obtainable upon conversion of other Subject Securities, if applicable) subject to the Option as necessary and equitable in order to ensure that may be received Parent shall receive, 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)Option, the number of shares of Company Common Stock subject (or Company Common Stock obtainable upon conversion of other Subject Securities, if applicable) which Parent would have received in connection with or as a result of such dividend, distribution or other transaction, if it had exercised the Option immediately prior to (i) the record date for any such dividend or other distribution or (ii) the effective time of any such other transaction. 4.3 Until exercise of the Option, all rights, ownership and economic benefits of and relating to the Option Subject Securities shall be increased so thatremain vested in and belong to the Selling Parties, after such issuanceand Parent shall have no authority to manage, such number together with direct, superintend, restrict, regulate, govern, or administer 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 policies 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 operations of the Merger AgreementCompany or exercise any power or authority to direct either Selling Party in the voting of any of the Subject Securities, except as otherwise provided herein and in the Proxies, or the performance of either Selling Party's duties or responsibilities as a stockholder of the Company.

The Option. The Option Holder shall have the right, exercisable during the thirty (30) day period (the “Option Period”) commencing with the receipt by the Option Holder of the audited financial statements of the Company for fiscal year 2008 (such audited financial statements to be the financial statements set forth in Section 3.1(a) of the Investor’s Rights Agreement, of even date hereof, and by and among the Company, the Option Holder and the Key Holder parties thereto (the “Investor’s Rights Agreement”)), to purchase the Company. Such purchase (the “Transaction”), to take the form of either (i) the purchase of all of the outstanding Membership Interests (as such term is defined below) then outstanding and not then held by the Option Holder such that, upon such purchase, the Option Holder will own all of the outstanding membership interests of the Company of any and all classes and series; or, (ii) such other form as both of the Option Holder and the Company may agree, including without limitation: (a) Issuer the purchase of all or substantially all of the assets of the Company; or (b) the merger or consolidation of the Company with or into the Option Holder or other entity. It is hereby grants agreed and acknowledged that, in selecting the form of the Transaction, the parties hereto desire that such form accommodate, as much as possible, the desire of all parties to Grantee an unconditionallimit or reduce then current taxation to the Company and the holders of its Membership Interests, irrevocable option to provide sufficient funds directly to the Company to allow for the payment in full of any then remaining liability of the Company under that certain promissory note issued by the Company in favor of MT Family Partnership and the funding of the Company’s SAR Plan, and to provide the best possible long term tax and accounting treatment for the Transaction to the Option Holder and the selling members of the Company. The Option may be exercised by the Option Holder at any time during the Option Period by providing written notice (the "Option"“Exercise Notice”) to purchase, subject to the terms hereof, up to an aggregate of 4,448,684 fully paid and nonassessable shares Company of the common stock, $0.01 par value per share, Option Holder’s exercise 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 Upon receipt of shares the Exercise Notice, the Company shall promptly provide notice to all Holders of Common Stock that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forthOption. (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 The Optionor hereby grants to Grantee an unconditionalthe Optionee the sole, irrevocable exclusive option to acquire the Equity Interests of the Subsidiary (the "“Option") to purchase”), subject to the terms hereof, up to an aggregate of 4,448,684 fully paid and nonassessable shares reservation or grant of the common NSR, in consideration for the delivery of an up-front cash payment, the issuance of the Payment Shares at the Listing (as defined below) and the payment of the Deferred Consideration. The Payment Shares shall be issued in book-entry at the Optionee’s transfer agent and the Optionor shall receive a statement of account reflecting the issuance of the Payment Shares upon their issuance. The Payment Shares shall be restricted stock, $0.01 par value per share, and the statement of Issuer ("Common Stock") at account shall contain a price per share equal legend reflecting applicable restrictions on transfer. Subject to $26.00 (such price, as adjusted if applicablesatisfaction of the Conditions Precedent, the "Option Price"is exercisable as follows: (a) Within 30 days of the Effective Date, by providing written notice of exercise to the Optionor and the Subsidiary and making a payment of $300,000 to the Optionor (the “First Payment”); provided, however, that in if 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 Shareholder Approval Condition has not been satisfied at the time of exercise without giving effect the First Payment comes due, then Optionee may instead make the First Payment to a mutually agreeable escrow agent on terms and conditions reasonably acceptable 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 Optionor to hold until such satisfaction of the Option and the Option Price are subject to adjustment as herein set forth.Shareholder Approval Condition; and (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after On the date of this Agreement (other than pursuant to this Agreement and other than pursuant to the Optionee completes an event described in Section 5(a) hereof), the number initial underwritten public offering of shares of Common Stock stock or other equity interests of Optionee or any successor to Optionee (whether by way of merger, conversion, reverse takeover or the transfer of all or substantially all of the assets of Optionee or any material subsidiary thereof), or a parent or subsidiary of Optionee, or any successor to Optionee, as the case may be, in each case that is registered under the Securities Act or otherwise becomes listed on an Exchange (a “Listing”): (i) Issuing such number of Payment Shares to the Optionor (the “Base Payment Shares”) as is equal to $16,000,000 based on: A. the price of shares of the Optionee’s common stock at the Listing (i.e., the price per share paid by investors in the Optionee’s initial public offering) in the event the Listing is completed by way of an initial public offering, B. the deemed transaction price per share of shares of the Optionee’s common stock at the Listing in the event the Listing is completed by way of a reverse takeover, merger or other business combination, or C. the reference price of shares of the Optionee’s common stock at the Listing calculated in accordance with Exchange policies in the event the Listing is completed by way of a direct listing on the Exchange; (collectively, the “Listing Payment”); Following the satisfaction of the Conditions Precedent and payment and satisfaction of the First Payment and the Listing Payment, the Optionee will be deemed to have exercised the Option (“Option Exercise”) and will be entitled to all right, title and interest in and to the Equity Interests in the Subsidiary and, as a result of the acquisition of such Equity Interests, indirectly, all, right, title and interest in and to the Property, 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% rights of the number of shares of Common Stock then issued Optionor to receive and outstanding without giving effect to any shares subject or issued pursuant retain the NSR and the Deferred Consideration (if applicable). Notwithstanding anything to the Optioncontrary, Optionee’s failure to make either the First Payment or the Listing Payment described above, shall result in the expiration or automatic termination and forfeiture of Optionee’s rights under this Agreement, effective as of the due date of such missed payment. Nothing contained in this Section 1(b) or elsewhere in The payment of any cash payments due to the Optionor under this Agreement shall be deemed paid in United States dollars in immediately available funds to authorize Issuer to breach any provision the Optionor or its designee at such bank account as identified in writing by the Optionor. All deliveries by the Optionee of securities of the Merger Agreement.Optionee under this Agreement shall be delivered to the Optionor or its designee as directed by the Optionor from time to time. Exercise of the Option is subject to and conditional upon the following conditions precedent (together, the “Conditions Precedent”):

The Option. (a) 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 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.

The Option. (a) Issuer In connection with the purchase of the Shares, ---------- the Company hereby grants to Grantee Purchaser 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 ------ purchase 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 19.9membership units representing 12.5% 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 membership interests in PBV as of the Option and Closing Date (as defined herein) (the "PBV Units"), at a purchase price (the "Option Purchase --------- --------------- Price") equal to the fair market value of the PBV Units on the date that ----- Purchaser delivers an Option Notice to the Company, payable, at Purchaser's option, in (i) cash, (ii) shares of LDIG Common Stock or (iii) shares of Liberty Media Group Class A Common Stock, par value $.01 per share (the "Liberty Media ------------- Common Stock"). For the purposes of this Section 1.3(a), the "fair market value" ------------ of the PBV Units will be negotiated by the parties hereto in good faith. The Option Purchase Price are shall be subject to adjustment as herein set forthprovided in Section 6.7. (b) The Option may be exercised by Purchaser at any time commencing on the Purchase Closing and ending at midnight on the date which is ninety (90) days after the Purchase Closing (the "Option Expiration Date"). Purchaser may assign ---------------------- its right to exercise the Option to Liberty Digital, in which case, Liberty Digital shall assume all of the rights and obligations of Purchaser hereunder with respect to the Option. (c) In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to the Company of its intention to exercise the Option, in whole but not in part (the "Option Notice"), specifying (A) whether the Option Purchase Price will be paid in cash, LDIG Common Stock or Liberty Media Common Stock, and (B) the place, time and date (the "Option Closing Date") of the ------------------- closing of such purchase (the "Option Closing"), which date shall not be less -------------- than three (3) business days and not more than five (5) business days from the date on which the conditions specified in Section 7.2 hereof are satisfied or waived, or within such other time frame as the Company and Purchaser may mutually agree. Within five (5) business days of the delivery of the Option Notice, (i) (x) if Purchaser elects to pay the Option Purchase Price with cash, Purchaser shall deliver a certificate to the Company, executed by an authorized officer of Purchaser, containing representations and warranties in the form set forth in Article IV, with appropriate changes to reflect the fact that Purchaser is purchasing the PBV Units, (y) if Purchaser elects to pay the Option Purchase Price with LDIG Common Stock, Purchaser shall deliver a certificate to the Company, executed by an authorized officer of Purchaser (any certificate delivered pursuant to clause (x) or (y), the "Liberty Certificate"), containing ------------------- representations and warranties with respect to Liberty Digital and its Subsidiaries and the LDIG Shares (as defined below) substantially in the form set forth in Article V and the representations contained in Section 4.2, or (z) if Purchaser shall elect to pay the Option Purchase Price with Liberty Media Common Stock, Purchaser shall (1) execute the Liberty Certificate solely with respect to the representations in the form set forth in Section 4.2 and (2) cause AT&T Corp., a New York corporation ("AT&T"), to deliver a certificate to ---- the Company, executed by an authorized officer of AT&T (the "AT&T Certificate"), ---------------- containing representations and warranties with respect to AT&T in substantially the form of those contained in Sections 5.1, 5.3(e), 5.4, 5.5, 5.11 and 5.16, with appropriate modifications to reflect the fact that AT&T is issuing shares of Liberty Media Common Stock and entering into the applicable Registration Rights Agreement, and (ii) the Company shall deliver a certificate to Purchaser, executed by an authorized officer of the Company (the "Company Certificate"), ------------------- containing representations and warranties in the form set forth in Sections 3.16 and if Purchaser does not elect to pay the Option Purchase Price with cash, 3.20 hereof. (d) In the event that any additional shares the parties cannot agree on the fair market value of Common Stock are issued the PBV Units by the later of (x) the Option Expiration Date or otherwise become outstanding (y) 30 days 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 Option Notice, the number all rights of shares of Common Stock subject Purchaser with respect to the Option shall be increased so thatexpire and terminate and, after such issuanceexcept as described in Section 1.4, such number together with Purchaser shall have no further rights to purchase PBV Units or 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 other interest in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision of the Merger AgreementPBV.

The Option. (a) Issuer 7.1 The Seller hereby grants to Grantee an unconditional, irrevocable option the Buyer the Option in the terms set out in Schedule 4. 7.2 The Option may be exercised at any time during the Option Period in respect of all (but not part) of the "Option") to purchase, subject Option Shares by the Buyer giving not less than twenty Business Days’ notice in writing to the terms hereof, up to an aggregate of 4,448,684 fully paid and nonassessable shares Seller 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 date on which the Option Price Shares are to be transferred (as adjusted Exercise Notice). 7.3 Once lodged, a notice given under Clause 7.2 shall be irrevocable save with the consent of the Seller. 7.4 Completion of the sale and purchase of the Option Shares (Option Completion) 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 shall take place at the registered office of the Company (or such other location as may be agreed upon by the Seller and the Buyer) on the date specified in the Exercise Notice (Option Price are subject Completion Date) when the Buyer shall procure that BGL allots to adjustment the Seller the Second Tranche Consideration Shares 7.5 At Option Completion the Seller shall: (i) deliver to the Buyer a transfer in respect of the Option Shares duly executed in favour of the Buyer (or as herein set forththe Buyer may direct) together (where appropriate) with the share certificate(s) representing the Option Shares in the name of the Seller or a lost share certificate indemnity if appropriate; (ii) the Seller shall procure the removal of any director or directors appointed by it to the board of directors of each member of the Company Group; (iii) the Seller shall pay all amounts (if any) owed by it to each member of the Company Group. (b) In 7.6 Thereafter, the event that any additional shares of Common Stock are issued Seller shall take all such other steps as the Buyer may reasonably require to vest the Option Shares in the Buyer or otherwise become outstanding after such other person as the date of this Agreement (other than Buyer may nominate. 7.7 The Option Shares sold by the Seller pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereof), the number exercise of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number sold together with all rights conferred thereon and free from all Encumbrances or other adverse interests, rights, equities, claims or potential claims of any shares of Common Stock previously issued pursuant hereto, equals 19.9% description. 7.8 The Option will lapse if it has not been exercised by the Seller on or before the last day of the number of shares of Common Stock then issued Option Period and outstanding without giving effect to the Seller shall have no rights or claim against the Buyer or any shares subject or issued pursuant to the Option. Nothing contained other person in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision respect of the Merger AgreementOption lapsing at such time.

The Option. (a) Issuer Subject to the terms and conditions set forth in this Agreement, Aspire hereby grants to Grantee an unconditional, irrevocable option the Company the right (the "“Option"”) at any time(s) prior to purchaseor on December 31, subject 2019 (the “Expiration Date”), to require Aspire enter into, with the terms hereofCompany, up to an two (2) common stock purchase agreements (each a “Purchase Agreement”) on the terms and conditions set forth on EXHIBIT B attached hereto. The Company may elect to require Aspire to enter into only one Purchase Agreement or it may elect to require Aspire to enter into two (2) separate Purchase Agreements in the Company’s sole discretion. The Company may elect to enter no Purchase Agreement whatsoever in its sole discretion. However, notwithstanding anything herein to the contrary, the aggregate of 4,448,684 fully paid and nonassessable shares of amount under both Purchase Agreements combined shall not exceed Twenty Million Dollars ($20,000,000) (the common stock, $0.01 par value per share, of Issuer ("Common Stock") at a price per share equal to $26.00 (such price“Aggregate Amount”). A Purchase Agreement or Purchase Agreements, as adjusted if applicablethe case may be, 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 for a lesser amount as the exercise of Company may determine in its sole discretion. Aspire shall enter into a Purchase Agreement within ten (10) Business Days (or such longer period as the Option and the Option Price are subject to adjustment as herein set forth. (bCompany may reasonably request) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of that Aspire receives a written notice (the “Option Notice”) to enter into a Purchase Agreement from the Company. For any reason or for no reason whatsoever, an Option Notice to Aspire may be revoked by the Company at any time prior to the parties entering into a Purchase Agreement without effecting or limiting the Company’s future rights to give a subsequent Option Notice to Aspire so long as Aspire is not required to enter into: (i) more than two (2) Purchase Agreements on or prior to the Expiration Date, (ii) any Purchase Agreements after the Expiration Date, or (iii) at any time or times, one or more Purchase Agreements for a combined amount greater than the Aggregate Amount. Notwithstanding anything herein to the contrary, the Company’s rights under 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 exercise the Option shall be increased so thatnull and void after December 31, 2019. An Option Notice received by Aspire after such issuanceDecember 31, 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 2019 shall be deemed to authorize Issuer to breach any provision of the Merger Agreementnull and void.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (Upon the "Option") to purchase, terms and subject to the terms hereof, up to an aggregate of 4,448,684 fully paid and nonassessable shares satisfaction of the common stockconditions set forth in Section 1.3 below, $0.01 par value per share, time being of Issuer ("Common Stock") at a price per share equal to $26.00 (such price, as adjusted if applicablethe essence, the "Option Price"Parties agree that Parent, at its sole election, shall have, and the Company and the Stockholder Representative hereby grant to Parent, the right (the “Option”); provided, howeverprior to the Expiration Date (as defined in Article V hereof), that to cause the Escrowed Documents to be released from escrow, dated as of the date upon which Parent delivers the Exercise Notice (as defined in Section 1.4 hereof) (except in the case of the Initial Disclosure Schedule, which shall retain its original date) and delivered by the Document Escrow Agent. Specifically, in the event Issuer issues or agrees that Network satisfies the conditions precedent 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 set forth herein and then Parent exercises the Option prior to the Expiration Date, automatically and without any further action by or consent of any of the Parties other than the provision of the Exercise Notice (a) the Escrowed Documents shall be released from escrow by the Document Escrow Agent and (other than the Initial Disclosure Schedule) shall be dated by the Document Escrow Agent as of the date upon which Parent delivers the Exercise Notice to the Company and the Option Price are subject to adjustment as herein set forth. Document Escrow Agent (the “Execution Date”); (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding promptly 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)Execution Date, the number of shares of Common Stock subject to the Option Escrowed Documents shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals 19.9% distributed by the Document Escrow Agent to all of the number Parties (such that each Party shall receive a fully executed and dated copy of shares of Common Stock then issued the Escrowed Merger Agreements and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(bInitial Disclosure Schedule); and (c) or elsewhere in this Agreement shall be deemed to authorize Issuer to breach any provision the terms and provisions of the Merger AgreementAgreement (as supplemented by the Final Disclosure Schedule to be furnished by the Company to Parent pursuant to Section 1.4), including, without limitation, all pre-Closing covenants set forth therein, shall be in full force and effect.

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. Commencing on the date hereof, and terminating on the first anniversary date of this Agreement (a) Issuer hereby grants to Grantee an unconditionalthe “Exercise Period”), irrevocable Buyer shall have the right and option (the "“Option"”) to purchaseacquire from Seller, the 6,000,000 shares of the Company’s issued and outstanding capital stock owned by Seller that are not being acquired by Buyer hereunder (the “Option Shares”). The Option may not be exercised unless there is a public market for the common stock of Buyer at the time the Option is exercised (i.e., bid quotations for Buyer’s common stock are published on the “Pink Sheets,” the OTC Bulletin Board or other recognized trading medium covering the date the Option is exercised). Subject to the foregoing, the Option may be exercised by Buyer delivering its written notice of exercise to Seller, on or prior to expiration of the Exercise Period, in accordance with Section 8(f). The date on which Buyer delivers its notice of exercise of the Option is hereinafter referred to as the “Option Exercise Date”. The exercise price of the Option shall be paid by Buyer’s delivery to Seller of 10,000,000 shares of the common stock of Buyer (the “WSRF Shares”), subject to the following 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 conditions: ("Common Stock"a) 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 Not more than as permitted under the Merger Agreement) at a price less than ten days following the Option Price Exercise Date, Seller shall engage an appraisal to be performed by an appraiser satisfactory to both Buyer and Seller (as adjusted pursuant to Section 5the “Appraisal”), 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 Appraisal shall determine the exercise fair market value of the Option Shares (the “Option Share Value”). The costs of the Appraisal shall be borne equally by Buyer and Seller. The decision of the Option Price are subject to adjustment as herein set forthappraiser(s) shall be rendered not more than 45 days following engagement of the Appraiser and shall be final and binding on Buyer and Seller. (b) In the event that the Appraisal concludes that the Option Share Value is at least $100,000, but the “Fair Market Value of the WSRF Shares” (as hereinafter defined) is less than the Option Share Value, then the number of WSRF Shares shall be increased from 10,000,000 to the extent necessary so that the Fair Market Value of the WSRF Shares equals the Option Share Value. For purposes of this subparagraph, the Fair Market Value of the WSRF Shares Date shall mean the average closing bid price for the common stock of Buyer on its principal market over the five trading days immediately preceding the Option Exercise Date, multiplied by 10,000,000. (c) Delivery of the Option Shares to Buyer and delivery of the WSRF Shares, as may be adjusted pursuant to subparagraph (b) of this Section 3, to Seller shall take place not more than five (5) business days following the later to occur of (i) Buyer’s and Seller’s receipt of the Appraisal report and (ii) approval of the transactions contemplated by this Agreement by the respective shareholders of Buyer and Seller. (d) The number of WSRF Shares shall be adjusted in proportion to any additional shares stock split, dividend, reorganization or similar corporate event on the part of Common Stock are issued or otherwise become outstanding after Buyer that occurs between 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 Closing Date (or which by operation of law will occur within six months following the Option Closing Date). (e) The WSRF Shares will not be increased so thatregistered under the Securities Act and may not be sold, after such issuanceassigned, such number together with any shares pledged, transferred or otherwise disposed of Common Stock previously issued pursuant hereto, equals 19.9% absent registration or the availability 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 Agreementan applicable exemption therefrom.

The Option. (a) Issuer 4.1 Each Selling Party hereby grants to Grantee Parent an unconditional, irrevocable option (the "Option") to purchasepurchase on one occasion, subject to the terms hereof, up to an aggregate all of 4,448,684 fully paid and nonassessable the Subject Securities Owned by such Selling Party (other than the 500,000 shares of Company Common Stock Owned by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with respect to which ACX has voting power) at any time on or prior to the common stockExpiration Date if after the date of this Agreement an Exercise Event occurs. Following the occurrence of an Exercise Event, Parent may purchase: (i) all (but not less than all) Subject Securities consisting of Company Common Stock at a purchase price of $0.01 par value 2.33 per shareshare (as adjusted pursuant to Section 4.2 below, the "Standard Option Price"), and (ii) all or any part of Issuer any other Subject Securities at a purchase price equal to that paid by such Selling Party for such Subject Securities (the "Common StockOther Option Price"). If Parent wishes to exercise the Option, it shall send to the Selling Parties a written notice (the date of which is referred to herein as the "Notice Date") at on or prior to the Expiration Date specifying (i) which Subject Securities not consisting of Company Common Stock Parent will purchase, if any, and (ii) a price per share equal to $26.00 place and date not later than the later of (such priceA) five (5) business days from the Notice Date and (B) notwithstanding the Expiration Deadline (but in any event not later than March 15, 2000), two (2) business days following the expiration or earlier termination of any applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as adjusted amended, for the closing of such purchase (the "Option Closing"). At the Option Closing, Parent shall pay to each Selling Party the aggregate purchase price for the Subject Securities sold by such Selling Party in immediately available funds by a wire transfer to a bank account designated by such Selling Party; provided that failure or refusal of such Selling Party to designate such a bank account shall not preclude Parent from exercising the Option. At the Option Closing, simultaneously with the payment of the aggregate Standard Option Price and the Other Option Price, if applicable, by Parent, each Selling Party shall deliver to Parent a certificate or certificates representing the Subject Securities accompanied by duly executed stock powers. If prior notification to or approval of any governmental authority is required (or if any waiting period must expire or be terminated) in connection with the exercise of the Option, the Selling Parties shall promptly cause to be filed, if applicable, the "Option Price"required notice or application for approval and shall expeditiously process the same (and the Selling Parties shall cooperate with Parent in the filing of any such notice or application required to be filed by Parent and the obtaining of any such approval required to be obtained by Parent), and notwithstanding anything to the contrary set forth in this Agreement, the Expiration Deadline may be extended by Parent to a date not more than three (3) business days after the date on which any required notification has been made, approval has been obtained or waiting period has expired or been terminated; provided, however, that in no event may the event Issuer issues or agrees to issue Expiration Deadline be extended beyond March 15, 2000. 4.2 If at any shares of Common Stock time the Company shall (i) pay a dividend (other than as permitted under regular cash dividends) or otherwise make a distribution to the Merger Agreementholders of Company Common Stock, (ii) 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 subdivide its 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 into a larger number of shares of Common Stock or combine its outstanding shares of Company Common Stock into a smaller number of shares of Company Common Stock, (iii) reorganize its capital, reclassify its capital stock, consolidate or merge with or into another entity or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another entity or (iv) engage in any similar dilutive transaction, the parties agree to adjust the Standard Option Price and/or the number of shares of Company Common Stock (or Company Common Stock obtainable upon conversion of other Subject Securities, if applicable) subject to the Option as necessary and equitable in order to ensure that may be received Parent shall receive, 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)Option, the number of shares of Company Common Stock subject (or Company Common Stock obtainable upon conversion of other Subject Securities, if applicable) which Parent would have received in connection with or as a result of such dividend, distribution or other transaction, if it had exercised the Option immediately prior to (i) the record date for any such dividend or other distribution or (ii) the effective time of any such other transaction. 4.3 Until exercise of the Option, all rights, ownership and economic benefits of and relating to the Option Subject Securities shall be increased so thatremain vested in and belong to the Selling Parties, after such issuanceand Parent shall have no authority to manage, such number together with direct, superintend, restrict, regulate, govern, or administer 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 policies 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 operations of the Merger AgreementCompany or exercise any power or authority to direct either Selling Party in the voting of any of the Subject Securities, except as otherwise provided herein and in the Proxies, or the performance of either Selling Party's duties or responsibilities as a stockholder of the Company.

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 4,448,684 189,783,270 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 Subject to the terms and conditions set forth in this Agreement, Aspire hereby grants to Grantee an unconditional, irrevocable option the Company the right (the "“Option"”) at any time(s) prior to purchaseor on April 30, subject 2017 (the “Expiration Date”), to require Aspire enter into, with the terms hereofCompany, up to an two (2) common stock purchase agreements (each a “Purchase Agreement”) on the terms and conditions set forth on EXHIBIT A attached hereto. The Company may elect to require Aspire to enter into only one Purchase Agreement or it may elect to require Aspire to enter into two (2) separate Purchase Agreements in the Company’s sole discretion. The Company may elect to enter no Purchase Agreement whatsoever in its sole discretion. However, notwithstanding anything herein to the contrary, the aggregate of 4,448,684 fully paid and nonassessable shares of amount under both Purchase Agreements combined shall not exceed Ten Million Dollars ($10,000,000) (the common stock, $0.01 par value per share, of Issuer ("Common Stock") at a price per share equal to $26.00 (such price“Aggregate Amount”). A Purchase Agreement or Purchase Agreements, as adjusted if applicablethe case may be, 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 for a lesser amount as the exercise of Company may determine in its sole discretion. Aspire shall enter into a Purchase Agreement within ten (10) Business Days (or such longer period as the Option and the Option Price are subject to adjustment as herein set forth. (bCompany may reasonably request) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of that Aspire receives a written notice (the “Option Notice”) to enter into a Purchase Agreement from the Company. For any reason or for no reason whatsoever, an Option Notice to Aspire may be revoked by the Company at any time prior to the parties entering into a Purchase Agreement without effecting or limiting the Company future rights to give a subsequent Option Notice to Aspire so long as Aspire is not required to enter into: (i) more than two (2) Purchase Agreements on or prior to the Expiration Date, (ii) any Purchase Agreements after the Expiration Date, or (iii) at any time or times, one or more Purchase Agreements for a combined amount greater than the Aggregate Amount. Notwithstanding anything herein to the contrary, the Company’s rights under 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 exercise the Option shall be increased so thatnull and void after April 30, 2017. An Option Notice received by Aspire after such issuanceApril 30, 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 2017 shall be deemed to authorize Issuer to breach any provision of the Merger Agreementnull and void.

The Option. (a) Issuer 4.1 The Company hereby grants to Grantee an unconditionalOptionee the exclusive right and option to acquire a 100% Interest in the Property, irrevocable option free and clear of all Encumbrances, in accordance with the terms of this Agreement (the "“Option"”). In connection with the grant of the Option, Optionee or its technical consultant shall have the right to enter onto and occupy the Property in order to conduct test work necessary for the preparation of a technical report on the Property and such other activity as is contemplated in this Agreement. The Option shall be exercisable by Optionee until the date which is 24 months from the Execution Date (the “Expiry Date”). 4.2 In order for Optionee to exercise the Option and acquire a 100% interest in the Property it must (i) assign the Option to a company, acceptable to the Company acting reasonably, that has its shares listed on the Toronto Stock Exchange or the TSX Venture Exchange (“Pubco”) and whose management team and Board of Directors is acceptable to the Company at the time of assignment of the Option to Pubco, the recruitment of which shall be the responsibility of the Optionee, (ii) satisfy the Exploration Obligations set forth in section 5.1 and (iii) arrange for a number of shares of Pubco (the “Payment Shares”) to purchase, subject be delivered to the terms hereofCompany at closing, 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 19.9the Payment Shares shall result in the Company owning 50% of the issued and outstanding shares capital of Common Stock at Pubco on a fully diluted basis calculated immediately following the time of exercise without giving effect to the shares of Common Stock issued or issuable under Seed Financing Threshold is obtained. 4.3 Upon Optionee assigning the Option. The number , satisfying the Exploration Obligations and delivering the Payment Shares as set out in section 4.2, Optionee or its assignee will have been deemed to have exercised the Option and will be entitled to purchase the 100% Interest in the Property in accordance with the provisions of shares of Common Stock that may be received upon this Agreement. 4.4 For greater certainty, the exercise of the Option option by the assignment of the option to Pubco, the satisfaction of the Exploration Obligations and the Option Price delivery of the Payment Shares pursuant to section 4.2 will be made at Optionee’s option only and accordingly are subject to adjustment as herein set forthnot firm and binding commitments of Optionee. (b) 4.5 Notwithstanding anything else contained in this Agreement, Optionee shall have the right to terminate this Agreement at any time upon written notice. In the event that of such termination, Optionee shall not be responsible for any additional shares issuances or deliveries of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than securities 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 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. (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. (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.