Common use of The Option Clause in Contracts

The Option. From the date hereof until July 4, 2011 at any time and from time to time, the Company, may, by written notice (the “Option Notice”) to the Purchaser, exercise all or any portion of the Option, subject, however, to the conditions and limitations set forth in Section 1.4 (d) and Section 1.4(e). In the event that the Option is exercised, the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the 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 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 Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be 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 shall be subject to the 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 not be in default or breach of its obligations under the Certificate; (iii) there shall be no actions, 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 term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution Agreement shall be true and correct as though made as of the Option Closing Date.

The Option. From Upon the date hereof until July 4, 2011 at any time terms and from time to time, the Company, may, by written notice (the “Option Notice”) subject to the Purchaser, exercise all or any portion satisfaction of the Option, subject, however, to the conditions and limitations set forth in Section 1.3 below, time being of the essence, the 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”), prior to the Expiration Date (as defined in Article V hereof), 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) (dexcept in the case of the Initial Disclosure Schedule, which shall retain its original date) and Section 1.4(e)delivered by the Document Escrow Agent. In Specifically, in the event that Network satisfies the Option is exercised, the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the 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 conditions precedent to the 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 Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be 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 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 subject 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 following conditions: Company and the Document Escrow Agent (ithe “Execution Date”); (b) promptly after the sale Execution Date, the Escrowed Documents shall be distributed by the Document Escrow Agent to all of the Parties (such that each Party shall receive a fully executed and dated copy of the Escrowed Merger Agreements and the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; (ii) the Company shall be not be in default or breach of its obligations under the Certificate; (iii) there shall be no actions, 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 term is defined in the Contribution Agreement) on the CompanyDisclosure Schedule); and (ivc) the representations terms and warranties provisions of the Merger Agreement (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 in Article VII of the Contribution Agreement therein, shall be true in full force and correct as though made as of the Option Closing Dateeffect.

The Option. From 4.1 Each Selling Party hereby grants to Parent an unconditional, irrevocable option (the date hereof until July 4"Option") to purchase on one occasion, 2011 subject to the terms hereof, all of the Subject Securities Owned by such Selling Party (other than the 500,000 shares of Company Common Stock Owned by Xxxxxx Xxxxxxxx with respect to which ACX has voting power) at any time and from time on or prior to timethe Expiration 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 $2.33 per share (as adjusted pursuant to Section 4.2 below, the Company"Standard Option Price"), mayand (ii) all or any part of any other Subject Securities at a purchase price equal to that paid by such Selling Party for such Subject Securities (the "Other Option Price"). If Parent wishes to exercise the Option, by it shall send to the Selling Parties a written notice (the “Option Notice”date of which is referred to herein as the "Notice Date") on or prior to the PurchaserExpiration Date specifying (i) which Subject Securities not consisting of Company Common Stock Parent will purchase, exercise all if any, and (ii) a place and date not later than the later of (A) 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 portion applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, for the Option, subject, however, to closing of such purchase (the conditions and limitations set forth in Section 1.4 (d) and Section 1.4(e"Option Closing"). In the event that At the Option is exercisedClosing, Parent shall pay to each Selling Party the aggregate purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied Subject Securities sold by the number of shares being purchased (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate Selling Party 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 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 Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds by a wire transfer to an a bank account designated in writing 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 CompanyOption. In addition, before such At the Option Closing, each party shall deliver such documents, instruments and writings as may be 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 simultaneously with the payment of the aggregate Standard Option Purchase 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 accordance connection with the exercise of the Option, the Selling Parties shall promptly cause to be filed, if applicable, the 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 Option Series A Preferred Stock so issued will Expiration Deadline may be fully paid for extended by Parent to a date not more than three (3) business days after the Purchaser as of such Option Closing Date. Any exercise of the Option shall be subject to the following conditions: (i) the sale of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have date on which any required notification has been consummatedmade, approval has been obtained or waiting period has expired or been terminated; (ii) the Company shall be not be in default or breach of its obligations under the Certificate; (iii) there shall be no actionsprovided, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar lawshowever, that could reasonably in no event may the Expiration Deadline be expected to have a Material Adverse Effect (as such term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution Agreement shall be true and correct as though made as of the Option Closing Dateextended beyond March 15, 2000.

The Option. From 4.1 Each Selling Party hereby grants to Parent an unconditional, irrevocable option (the date hereof until July 4"Option") to purchase on one occasion, 2011 subject to the terms hereof, all of the Subject Securities Owned by such Selling Party (other than the 500,000 shares of Company Common Stock Owned by Xxxxxx Xxxxxxxx with respect to which ACX has voting power) at any time and from time on or prior to timethe Expiration 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 $2.33 per share (as adjusted pursuant to Section 4.2 below, the Company"Standard Option Price"), mayand (ii) all or any part of any other Subject Securities at a purchase price equal to that paid by such Selling Party for such Subject Securities (the "Other Option Price"). If Parent wishes to exercise the Option, by it shall send to the Selling Parties a written notice (the “Option Notice”date of which is referred to herein as the "Notice Date") on or prior to the PurchaserExpiration Date specifying (i) which Subject Securities not consisting of Company Common Stock Parent will purchase, exercise all if any, and (ii) a place and date not later than the later of (A) 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 portion applicable waiting period under the Xxxx-Xxxx Xxxxxx Antitrust Improvements Act of 1976, as amended, for the Option, subject, however, to closing of such purchase (the conditions and limitations set forth in Section 1.4 (d) and Section 1.4(e"Option Closing"). In the event that At the Option is exercisedClosing, Parent shall pay to each Selling Party the aggregate purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied Subject Securities sold by the number of shares being purchased (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the Company shall designate Selling Party 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 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 Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds by a wire transfer to an a bank account designated in writing 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 CompanyOption. In addition, before such At the Option Closing, each party shall deliver such documents, instruments and writings as may be 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 simultaneously with the payment of the aggregate Standard Option Purchase 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 accordance connection with the exercise of the Option, the Selling Parties shall promptly cause to be filed, if applicable, the 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 Option Series A Preferred Stock so issued will Expiration Deadline may be fully paid for extended by Parent to a date not more than three (3) business days after the Purchaser as of such Option Closing Date. Any exercise of the Option shall be subject to the following conditions: (i) the sale of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have date on which any required notification has been consummatedmade, approval has been obtained or waiting period has expired or been terminated; (ii) the Company shall be not be in default or breach of its obligations under the Certificate; (iii) there shall be no actionsprovided, suits, proceedings, inquiries or investigations pending or threatened against the Company, including those under bankruptcy, insolvency, receivership or similar lawshowever, that could reasonably in no event may the Expiration Deadline be expected to have a Material Adverse Effect (as such term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution Agreement shall be true and correct as though made as of the Option Closing Dateextended beyond March 15, 2000.

The Option. From The Option Holder shall have the date hereof until July 4right, 2011 at any time and from time to time, exercisable during the Company, may, by written notice thirty (30) day period (the “Option NoticePeriod”) to commencing with the Purchaser, exercise all or any portion receipt by the Option Holder of the Option, subject, however, audited financial statements of the Company for fiscal year 2008 (such audited financial statements to be the conditions and limitations financial statements set forth in Section 1.4 (d3.1(a) of the Investor’s Rights Agreement, of even date hereof, and Section 1.4(e). In by and among the event that Company, the Option is exercised, Holder and the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased Key Holder parties thereto (the “Option Purchase PriceInvestor’s Rights Agreement”). The ), to purchase and sale of the Option Series A Preferred Stock shall take place at one or more closings (each, an “Option Closing”) at such day and time as the 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 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 Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In additionSuch purchase (the “Transaction”), before such Option Closing, each party shall deliver such documents, instruments and writings as may be deemed to be reasonably necessary by take the other party to complete the purchase and sale form 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 shall be subject to the following conditions: either (i) the sale purchase of all of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; (ii) the Company shall be not be in default or breach of its obligations under the Certificate; (iii) there shall be no actions, 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 outstanding Membership Interests (as such term is defined in below) then outstanding and not then held by the Contribution AgreementOption 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) on such other form as both of the Option Holder and the Company may agree, including without limitation: (a) the purchase of all or substantially all of the assets of the Company; and or (ivb) the representations and warranties merger or consolidation of the Company set forth with or into the Option Holder or other entity. It is hereby agreed and acknowledged that, in Article VII selecting the form of the Contribution Agreement shall Transaction, the parties hereto desire that such form accommodate, as much as possible, the desire of all parties to limit or reduce then current taxation to the Company and the holders of its Membership Interests, 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 true and correct as though made as exercised by the Option Holder at any time during the Option Period by providing written notice (the “Exercise Notice”) to the Company of the Option Closing DateHolder’s exercise of the Option. Upon receipt of the Exercise Notice, the Company shall promptly provide notice to all Holders of the exercise of the Option.

The Option. From Subject to the date hereof until July 4terms and conditions set forth in this Agreement, 2011 Aspire hereby grants to the Company the right (the “Option”) at any time and from time time(s) prior to timeor on April 30, 2017 (the “Expiration Date”), to require Aspire enter into, with the Company, mayup to 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, by notwithstanding anything herein to the contrary, the aggregate amount under both Purchase Agreements combined shall not exceed Ten Million Dollars ($10,000,000) (the “Aggregate Amount”). A Purchase Agreement or Purchase Agreements, as the case may be, may be for a lesser amount as the 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 Company may reasonably request) after the date that Aspire receives a written notice (the “Option Notice”) to enter into a Purchase Agreement from the PurchaserCompany. For any reason or for no reason whatsoever, exercise all or an Option Notice to Aspire may be revoked by the Company at any portion of the Option, subject, however, time prior to the conditions and limitations set forth in Section 1.4 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: (di) and Section 1.4(e). In more than two (2) Purchase Agreements on or prior to the event that Expiration Date, (ii) any Purchase Agreements after the Option is exercisedExpiration Date, the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased or (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Stock shall take place iii) at any time or times, one or more closings (each, an “Option Closing”) at such day and time as Purchase Agreements for a combined amount greater than the 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 Aggregate Amount. Notwithstanding anything herein to the Purchaser (each, an “Option Closing Date”). On an Option Closing Datecontrary, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds Company’s rights under this Agreement to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be 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 shall be subject to the 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 null and void after April 30, 2017. An Option Notice received by Aspire after April 30, 2017 shall be not be in default or breach of its obligations under the Certificate; (iii) there shall be no actions, 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 term is defined in the Contribution Agreement) on the Company; null and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution Agreement shall be true and correct as though made as of the Option Closing Datevoid.

The Option. From the date hereof until July 4, 2011 at any time and from time to time, the Company, may, by written notice The Parties hereby agree that MCM III shall have an option (the “Option Notice”"Option") to acquire, during the Purchaserten (10) Business Days following the Closing, up to an additional Four Hundred Fifty-Three Thousand One Hundred and Thirty-Four (453,134) Series D Shares, for the same price per Series D Share and under the same conditions established under this Agreement, including but not limited to the provisions of this Section 2 relating to the IRR Warrant, Performance Warrant and Financing Warrant. MCM III shall have the right, but not the obligation, to exercise all the Option in whole or any portion in part, on one or more occasions during the term of the Option, subject, however, by delivering written notice to the conditions and limitations set forth in Section 1.4 (d) and Section 1.4(e). In the event that the Option is exercised, the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by Company designating the number of shares being purchased Series D Shares it elects to purchase at least two (2) Business Days prior to the closing date for such exercise (the “Option Purchase Price”"Subsequent Closing"). The purchase and sale Upon receipt by the Company of the Option consideration by wire transfer or other immediately available funds for the Series A Preferred Stock shall take place D Shares so exercised at one or more closings (each, an “Option the Subsequent Closing”) at such day and time as the 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 Purchaser (each, an “Option Closing Date”). On an Option Closing Date, the Company shall issue the Option deliver to MCM III a certificate or certificates representing such Series A Preferred Stock in bookD Shares, together with IRR Warrant(s) for up to Sixty-entry form in the name Seven Thousand Nine Hundred Seventy (67,970) shares of PurchaserCommon Stock, Financing Warrant(s) and Purchaser shall deliver the Option Purchase Price by wire transfer a Performance Warrant for up to Sixty-Seven Thousand Nine Hundred Seventy (67,970) shares of immediately available funds to an account designated in writing by the Company. In additionCommon Stock, before such Option Closing, each party shall deliver such documents, instruments and writings as may be 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 which final amounts shall be subject to the following conditions: (i) aggregate amount of Class D Shares acquired by MCM III at the sale Subsequent Closing pursuant to this Section 2(d). Upon their issuance, the Series D Shares purchased pursuant to the Option and the Securities issued under all of the Initial Series A Preferred Stock pursuant to Sections 1.3 above shall have been consummated; (ii) IRR Warrants, the Company Financing Warrants and the Performance Warrants shall be not be in default or breach immediately subject to the terms and conditions of its obligations under the Certificate; (iii) there shall be no actions, suits, proceedings, inquiries or investigations pending or threatened against Registration Rights Agreement and the Company, including those under bankruptcy, insolvency, receivership or similar laws, that could reasonably be expected to have a Material Adverse Effect (as such term is defined in the Contribution Shareholder Joinder Agreement) on the Company; and (iv) the . The representations and warranties of the Company set forth MCM III hereunder will be true, correct and complete in Article VII of the Contribution Agreement shall be true and correct as though made all material respects as of the Option Closing DateSubsequent Closing.

The Option. From Subject to the date hereof until July 4terms and conditions set forth in this Agreement, 2011 Aspire hereby grants to the Company the right (the “Option”) at any time and from time time(s) prior to timeor on December 31, 2019 (the “Expiration Date”), to require Aspire enter into, with the Company, mayup to 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, by notwithstanding anything herein to the contrary, the aggregate amount under both Purchase Agreements combined shall not exceed Twenty Million Dollars ($20,000,000) (the “Aggregate Amount”). A Purchase Agreement or Purchase Agreements, as the case may be, may be for a lesser amount as the 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 Company may reasonably request) after the date that Aspire receives a written notice (the “Option Notice”) to enter into a Purchase Agreement from the PurchaserCompany. For any reason or for no reason whatsoever, exercise all or an Option Notice to Aspire may be revoked by the Company at any portion of the Option, subject, however, time prior to the conditions and limitations set forth in Section 1.4 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: (di) and Section 1.4(e). In more than two (2) Purchase Agreements on or prior to the event that Expiration Date, (ii) any Purchase Agreements after the Option is exercisedExpiration Date, the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased or (the “Option Purchase Price”). The purchase and sale of the Option Series A Preferred Stock shall take place iii) at any time or times, one or more closings (each, an “Option Closing”) at such day and time as Purchase Agreements for a combined amount greater than the 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 Aggregate Amount. Notwithstanding anything herein to the Purchaser (each, an “Option Closing Date”). On an Option Closing Datecontrary, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds Company’s rights under this Agreement to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be 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 shall be subject to the 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 null and void after December 31, 2019. An Option Notice received by Aspire after December 31, 2019 shall be not be in default or breach of its obligations under the Certificate; (iii) there shall be no actions, 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 term is defined in the Contribution Agreement) on the Company; null and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution Agreement shall be true and correct as though made as of the Option Closing Datevoid.

The Option. From the date hereof until July 4, 2011 at any time and from time to time, the Company, may, by written notice (the ““ Option NoticeNotice ”) to the Purchaser, exercise all or any portion of the Option, subject, however, to the conditions and limitations set forth in Section 1.4 (d) and Section 1.4(e). In the event that the Option is exercised, the purchase price for the Option Series A Preferred Stock shall be $10,000 per share multiplied by the number of shares being purchased (the ““ Option Purchase PricePrice ”). The purchase and sale of the Option Series A Preferred Stock shall take place at one or more closings (each, an ““ Option ClosingClosing ”) at such day and time as the 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 Purchaser (each, an ““ Option Closing DateDate ”). On an Option Closing Date, the Company shall issue the Option Series A Preferred Stock in book-entry form in the name of Purchaser, and Purchaser shall deliver the Option Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company. In addition, before such Option Closing, each party shall deliver such documents, instruments and writings as may be 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 shall be subject to the 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 not be in default or breach of its obligations under the Certificate; (iii) there shall be no actions, 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 term is defined in the Contribution Agreement) on the Company; and (iv) the representations and warranties of the Company set forth in Article VII of the Contribution Agreement shall be true and correct as though made as of the Option Closing Date.