Common use of Procedure for Exercise Clause in Contracts

Procedure for Exercise. The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied by, at the election of the Optionee, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold the number of shares of Common Stock the fair market value of which is equal to the aggregate exercise price of the shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of share for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. The Option herein granted may In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be exercised by the delivery by Optionee of written notice delivered to the Secretary Warrantholder within a reasonable time, not exceeding three Business Days, after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Company setting forth Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock with respect evidenced by such certificate or certificates from the date on which this Warrant was surrendered and if such exercise is pursuant to Section 1(a), from the date on which payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the Option is being exercised. The notice shall be accompanied by, at the election stock transfer books of the OptioneeCompany are closed, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold the number of shares of Common Stock the fair market value of which is equal to the aggregate exercise price of the shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, person shall be deemed to have been exercised immediately prior to become the holder of such shares at the close of business on the next succeeding date (i) written notice of such exercise and (ii) payment in full of on which the exercise price for the number of share for which Options stock transfer books are being exercised, are both received by the Company and Optionee open. No fractional shares shall be treated for all purposes as issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the record holder of Common Stock issued upon such shares exercise. If any fractional interest in a share of Common Stock as would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the Current Market Price of such date. As promptly fractional interest, as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4determined below.

Procedure for Exercise. The Option herein granted may be If such right is exercised by with respect to all the delivery by Optionee Target Shares specified in the notice of written notice to intended disposition, the Secretary Company (or its assignees) and/or the Purchasing Shareholders shall, except as provided below, effect the repurchase of the Target Shares, including payment of the purchase price, not more than ten (10) days after the expiration of the fifteen (15)-day option period of the Purchasing Shareholders or fifteen (15) days after the expiration of the fifteen (15)-day option period of the Company setting forth if the number of shares of Common Stock Company elects to exercise the option with respect to which all of the Option is being exercisedTarget Shares; and at such time the Optionee shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The notice Target Shares so purchased shall thereupon be accompanied by, at the election cancelled and cease to be issued and outstanding shares of the OptioneeCompany's Common Stock. However, (i) cashshould the purchase price specified in the notice of intended disposition be payable in property other than cash or evidences of indebtedness, cashier's check, bank draft, the Company (or postal or express money order payable its assignees) and/or the Purchasing Shareholders shall have the right to pay the purchase price in the form of cash equal in amount to the order value of the Companysuch property, and (ii) certificates representing shares if there is no purchase price for the intended disposition, the Company (or its assignees) and/or the Purchasing Shareholders shall have the right to purchase any or all of Common Stock theretofore owned by Optionee duly endorsed the Target Shares for transfer a purchase price in the form of cash equal in amount to the Company, (iii) an election by value of such Target Shares. If the Optionee to have and the Company withhold (or its assignees) and/or the number of shares of Common Stock Purchasing Shareholders cannot agree on such cash value within ten (10) days after the fair market value of which is equal to the aggregate exercise price Company's receipt of the shares notice of Common Stock issuable upon exercise intended disposition, the valuation shall be made by an appraiser of recognized standing selected by the OptionOptionee and the Company (or its assignees) or, or if they cannot agree on an appraiser within twenty (iv20) any combination days after the Company's receipt of such notice, each shall select an appraiser of recognized standing and the precedingtwo appraisers shall designate a third appraiser of recognized standing, equal in value to whose appraisal shall be determinative of such value. In the aggregate exercise price. Notice may also be delivered by telecopy provided event that the exercise price of valuation is made by an appraiser, the fees associated with such shares is received by the Company via wire transfer on the same day the telecopy transmission is received appraisal shall be borne by the Company. The notice closing shall specify the address to which the certificates for such shares are to then be mailed. An option to purchase shares of Common Stock in accordance with this Plan, shall be deemed to have been exercised immediately prior to the close of business held on the date later of (i) written notice the fifth business day following the Company's (or its assignees') exercise of such exercise and its purchase rights hereunder or (ii) payment in full of the exercise price for the number of share for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as the record holder of fifteenth day after such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company cash valuation shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4been made.

Procedure for Exercise. The Option herein granted Optionholder may be exercised by the delivery by Optionee of written notice to the Secretary exercise all or any portion of the Company setting forth the number of shares of Common Stock Options granted hereunder with respect to which the Option is being exercised. The Shares vested and exercisable pursuant to Section 2(c) above by delivering written notice shall be accompanied by, at the election of the Optionee, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer exercise to the Company, (iii) an election by Optionee to have the Company withhold the number of shares of Common Stock the fair market value of which is equal to the aggregate exercise price of the shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance together with this Plan, shall be deemed to have been exercised immediately prior to the close of business on the date (i) a written notice acknowledgment that Optionholder has read and has been afforded an opportunity to ask questions of such exercise management of the Company regarding all financial and other information provided to Optionholder regarding the Company and its Subsidiaries, (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the exercise price for Company in the amount equal to the number of share for which Option Shares to be acquired multiplied by the applicable option exercise price (the “Aggregate Exercise Price”), provided that, Optionholder may, in lieu of paying the Aggregate Exercise Price in cash, indicate in Optionholder’s exercise notice that such Optionholder intends to effect a cashless exercise thereof and, in such case, the Company shall cancel such number of Option Shares otherwise issuable to the Optionholder having a Fair Market Value equal to the Aggregate Exercise Price of the Options are being exercised, are both received in which event the Company shall only issue Option Shares for the remainder of the Options being exercised after satisfying the Aggregate Exercise Price, (iii) an executed joinder agreement to that certain Stockholders Agreement, dated as of November 13, 2017, by and among the Company and Optionee its stockholders signatory thereto (as amended from time to time, the “Stockholders Agreement”), in form and substance reasonably satisfactory to the Company, pursuant to which such Optionholder shall become a party to the Stockholders Agreement and be treated for entitled to the rights and benefits and subject to the duties and obligations of a “Management Stockholder” thereunder, and (iv) an executed consent from Optionholder’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the Options, Optionholder will permit the Company to deliver to him or her all purposes as financial and other information regarding the record holder Company and its Subsidiaries which it believes is necessary to enable Optionholder to make an informed investment decision. If, at any time subsequent to the date Optionholder exercises any portion of the Options granted hereunder and prior to the occurrence of a Termination Event, Optionholder becomes legally married (whether in the first instance or to a different spouse), Optionholder shall cause Optionholder’s spouse to execute and deliver to the Company a consent in the form of Exhibit 1 attached to the Plan. Optionholder’s failure to deliver to the Company an executed consent in the form of Exhibit 1 to the Plan at any time when Optionholder would otherwise be required to deliver such shares of Common Stock consent shall constitute Optionholder’s continuing representation and warranty that Optionholder is not legally married as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. The Option herein granted Optionholder may be exercised by the delivery by Optionee of written notice to the Secretary exercise all or any portion of the Company setting forth the number of shares of Common Stock Options granted hereunder with respect to which the Option is being exercised. The Shares vested and exercisable pursuant to Section 2(c) above by delivering written notice shall be accompanied by, at the election of the Optionee, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer exercise to the Company, (iii) an election by Optionee to have the Company withhold the number of shares of Common Stock the fair market value of which is equal to the aggregate exercise price of the shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance together with this Plan, shall be deemed to have been exercised immediately prior to the close of business on the date (i) a written notice acknowledgment that Optionholder has read and has been afforded an opportunity to ask questions of such exercise management of the Company regarding all financial and other information provided to Optionholder regarding the Company and its Subsidiaries, (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the exercise price for Company in the amount equal to the number of share for which Option Shares to be acquired multiplied by the applicable option exercise price (the “Aggregate Exercise Price”), provided that, Optionholder may, in lieu of paying the Aggregate Exercise Price in cash, indicate in Optionholder’s exercise notice that such Optionholder intends to effect a cashless exercise thereof and, in such case, the Company shall cancel such number of Option Shares otherwise issuable to the Optionholder having a Fair Market Value equal to the Aggregate Exercise Price of the Options are being exercised, are both received in which event the Company shall only issue Option Shares for the remainder of the Options being exercised after satisfying the Aggregate Exercise Price, (iii) an executed joinder agreement to that certain Stockholders Agreement, dated as of July 31, 2016, by and among the Company and Optionee its stockholders signatory thereto (as amended from time to time, the “Stockholders Agreement”), in form and substance reasonably satisfactory to the Company, pursuant to which such Optionholder shall become a party to the Stockholders Agreement and be treated for entitled to the rights and benefits and subject to the duties and obligations of a “Management Stockholder” thereunder, and (iv) an executed consent from Optionholder’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the Options, Optionholder will permit the Company to deliver to him or her all purposes as financial and other information regarding the record holder Company and its Subsidiaries which it believes is necessary to enable Optionholder to make an informed investment decision. If, at any time subsequent to the date Optionholder exercises any portion of the Options granted hereunder and prior to the occurrence of a Termination Event, Optionholder becomes legally married (whether in the first instance or to a different spouse), Optionholder shall cause Optionholder’s spouse to execute and deliver to the Company a consent in the form of Exhibit 1 attached to the Plan. Optionholder’s failure to deliver to the Company an executed consent in the form of Exhibit 1 to the Plan at any time when Optionholder would otherwise be required to deliver such shares of Common Stock consent shall constitute Optionholder’s continuing representation and warranty that Optionholder is not legally married as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied by, (i) at the election of the Optionee, (i) by cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) as allowed by the Committee, by certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, or (iii) an election by Optionee to have the Company withhold the number of shares of Common Stock the fair market value of which is equal to the aggregate exercise price of the shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by fax or telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the fax or telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, Plan shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of share shares for which Options are being exercised, exercised are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. The Option herein granted may be exercised by In order to exercise this Amended and Restated Warrant in whole or in part, the delivery by Optionee of written notice to registered holder hereof shall complete the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied bySubscription Form attached hereto, at the election of the Optionee, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer and deliver this Amended and Restated Warrant to the Company, (iii) at its office or agency provided for in Section 2, together with one or more of the following types of consideration in an election by Optionee to have the Company withhold the number of shares of Common Stock the fair market value of which is aggregate amount equal to the aggregate exercise price Purchase Price of the shares of the Common Stock issuable upon then being purchased: (i) cash or check; and (ii) shares of the Common Stock (which shall be valued at their Market Price on the date of exercise). In addition to delivering the consideration specified in the preceding sentence, the registered holder of the Amended and Restated Warrant may make a "cashless" exercise of this Amended and Restated Warrant by instructing the Option, or (iv) any combination of the preceding, equal in value Company to the aggregate exercise price. Notice may also withhold Warrant Shares that would otherwise be delivered by telecopy provided that issued upon the exercise price of such shares is received by the Company via wire transfer this Amended and Restated Warrant (which shall be valued at their Market Price on the same day the telecopy transmission is received by the Companydate of exercise). The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares exercise of Common Stock in accordance with this Plan, Amended and Restated Warrant shall be deemed to have been exercised immediately prior to effected and the Purchase Price and the number of shares of the Common Stock issuable in connection with such exercise shall be determined as of the close of business on the Business Day prior to the date (i) written notice of on which such exercise and (ii) payment in full of the exercise price for the number of share for which Options are being exercised, are both received by the Company and Optionee completed Subscription Form shall be treated for all purposes as the record holder of have been delivered at such shares of Common Stock as of such dateoffice or agency. As promptly as practicable after Upon receipt of such written notice Form and paymentthe consideration referenced in the first sentence of this Section 4, the Company shall deliver shall, as promptly as practicable, and in any event within 10 Business Days thereafter, execute or cause to Optionee be executed and delivered to said holder by an air courier which guarantees next day delivery a certificate or certificates for representing the aggregate number of shares with respect to which of the Common Stock specified in such Option has been Form. Each stock certificate so exercised, issued delivered shall be in Optionee's such authorized denomination as may be requested by the registered holder hereof and shall be registered in the name of said holder or such other name as Optionee directs; providedshall be designated by said holder, however, that and the Person in whose name any such delivery stock certificate shall be issued upon such exercise shall be deemed effected for all purposes when a stock transfer agent to have become the holder of record of the shares represented thereby as of the time when the exercise of this Amended and Restated Warrant with respect to such shares shall be deemed to have been effected. If this Amended and Restated Warrant shall have been exercised only in part, the Company shall, at its expense at the time of delivery of said stock certificate or certificates, deliver to such holder a new Warrant of like tenor evidencing the rights of such holder to purchase the remaining shares of the Common Stock covered by this Amended and Restated Warrant. The Company shall have deposited such pay all taxes, other expenses and charges payable in connection with the preparation, execution and delivery of stock certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. The Option herein granted may In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be exercised by the delivery by Optionee of written notice delivered to the Secretary Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the remaining number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Company setting forth Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock with respect evidenced by such certificate or certificates from the date on which this Warrant was surrendered and if exercise is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the Option is being exercised. The notice shall be accompanied by, at the election stock transfer books of the OptioneeCompany are closed, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold the number of shares of Common Stock the fair market value of which is equal to the aggregate exercise price of the shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, person shall be deemed to have been exercised immediately prior to the holder of such shares at the close of business on the next succeeding date (i) written notice of such exercise and (ii) payment in full of on which the exercise price for the number of share for which Options stock transfer books are being exercised, are both received by the Company and Optionee open. No fractional shares shall be treated for all purposes as issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the record holder of Common Stock issued upon such shares exercise. If any fractional interest in a share of Common Stock as would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the current Market Price, of such date. As promptly fractional interest, as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4determined below.

Procedure for Exercise. The Option herein granted may In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be exercised by the delivery by Optionee of written notice delivered to the Secretary Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to the Company setting forth unexercised portion of this Warrant shall also be issued to the Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock with respect evidenced by such certificate or certificates, from the date on which this Warrant was surrendered and, if exercise is pursuant to SECTION 1(A), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the Option is being exercised. The notice shall be accompanied by, at the election stock transfer books of the OptioneeCompany are closed, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold the number of shares of Common Stock the fair market value of which is equal to the aggregate exercise price of the shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, person shall be deemed to have been exercised immediately prior to become the holder of such shares at the close of business on the next succeeding date (i) written notice of such exercise and (ii) payment in full of on which the exercise price for the number of share for which Options stock transfer books are being exercised, are both received by the Company and Optionee open. No fractional shares shall be treated for all purposes as issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the record holder of Common Stock issued upon such shares exercise. If any fractional interest in a share of Common Stock as would, except for the provisions of this SECTION 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the current Fair Market Value of such date. As promptly fractional interest, as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4determined above.

Procedure for Exercise. The Option herein granted may In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be exercised by the delivery by Optionee of written notice delivered to the Secretary Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the remaining number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Company setting forth Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock with respect evidenced by such certificate or certificates from the date on which this Warrant was surrendered and if exercise is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the Option is being exercised. The notice shall be accompanied by, at the election stock transfer books of the OptioneeCompany are closed, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold the number of shares of Common Stock the fair market value of which is equal to the aggregate exercise price of the shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, person shall be deemed to have been exercised immediately prior to the holder of such shares at the close of business on the next succeeding date (i) written notice of such exercise and (ii) payment in full of on which the exercise price for the number of share for which Options stock transfer books are being exercised, are both received by the Company and Optionee open. No fractional shares shall be treated for all purposes as issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the record holder of Common Stock issued upon such shares exercise. If any fractional interest in a share of Common Stock as would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the current Market Price, of such datefractional interest, as determined below. As promptly as practicable after receipt of such written notice and paymentCURRENT MARKET PRICE For any computation hereunder, the Company shall deliver to Optionee certificates for the number current Market Price per share of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery Common Stock on any date shall be deemed effected for all purposes when a stock transfer agent to be the average of the Company daily market price per share for the 30 consecutive Trading Days (as defined below) commencing 45 Trading Days before the date in question. The daily market price per share shall have deposited such certificates in be the United States mailclosing sale price (or, addressed to Optionee at if no closing sale price is reported, the address specified pursuant to this Section 4.closing bid price) of the Common Stock on the primary national securities

Procedure for Exercise. The Option herein granted may In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be exercised by the delivery by Optionee of written notice delivered to the Secretary Warrantholder within a reasonable time, not exceeding five (5) Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to the Company setting forth unexercised portion of this Warrant shall also be issued to the Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock with respect evidenced by such certificate or certificates, from the date on which this Warrant was surrendered and, if exercise is pursuant to SECTION 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the Option is being exercised. The notice shall be accompanied by, at the election stock transfer books of the OptioneeCompany are closed, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold the number of shares of Common Stock the fair market value of which is equal to the aggregate exercise price of the shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, person shall be deemed to have been exercised immediately prior to become the holder of such shares at the close of business on the next succeeding date (i) written notice of such exercise and (ii) payment in full of on which the exercise price for the number of share for which Options stock transfer books are being exercised, are both received by the Company and Optionee open. No fractional shares shall be treated for all purposes as issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the record holder of Common Stock issued upon such shares exercise. If any fractional interest in a share of Common Stock as would, except for the provisions of this SECTION 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the current Fair Market Value of such date. As promptly fractional interest, as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4determined above.

Procedure for Exercise. The Option herein granted may In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be exercised by the delivery by Optionee of written notice delivered to the Secretary Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to the Company setting forth unexercised portion of this Warrant shall also be issued to the Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock with respect evidenced by such certificate or certificates, from the date on which this Warrant was surrendered and, if exercise is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the Option is being exercised. The notice shall be accompanied by, at the election stock transfer books of the OptioneeCompany are closed, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold the number of shares of Common Stock the fair market value of which is equal to the aggregate exercise price of the shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, person shall be deemed to have been exercised immediately prior to become the holder of such shares at the close of business on the next succeeding date (i) written notice of such exercise and (ii) payment in full of on which the exercise price for the number of share for which Options stock transfer books are being exercised, are both received by the Company and Optionee open. No fractional shares shall be treated for all purposes as issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the record holder of Common Stock issued upon such shares exercise. If any fractional interest in a share of Common Stock as would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the current Fair Market Value of such date. As promptly fractional interest, as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4determined above.

Procedure for Exercise. The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary At any time after all or any portion of the Company setting forth the number of shares of Common Stock Options granted hereunder have become exercisable with respect to which the any Option is being exercised. The notice shall be accompanied by, at the election of the Optionee, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold the number of shares of Common Stock the fair market value of which is equal to the aggregate exercise price of the shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, shall be deemed to have been exercised immediately Shares and prior to the close of business on the tenth anniversary of the date of this Agreement (except as provided for in Section 2(d) above), Optionholder may exercise all or any portion of the Options granted hereunder with respect to Option Shares vested pursuant to Section 2(c) above by delivering written notice of exercise to the Company, together with (i) a written notice acknowledgment that Optionholder has read and has been afforded an opportunity to ask questions of such exercise management of the Company regarding all financial and other information provided to Optionholder regarding the Company and its Subsidiaries, (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the exercise price for Company in the amount equal to the number of share for which Option Shares to be acquired multiplied by the applicable option exercise price (the “Aggregate Exercise Price”), provided that, Optionholder may, in lieu of paying the Aggregate Exercise Price in cash, indicate in Optionholder’s exercise notice that such Optionholder intends to effect a cashless exercise thereof and, in such case, the Company shall cancel such number of Option Shares otherwise issuable to the Optionholder having a Fair Market Value equal to the Aggregate Exercise Price of the Options are being exercised, are both received in which event the Company shall only issue Option Shares for the remainder of the Options being exercised after satisfying the Aggregate Exercise Price, (iii) an executed joinder to that certain Stockholders Agreement, dated as of June 25, 2014, by and among the Company and Optionee its stockholders signatory thereto (as amended from time to time, the “Stockholders Agreement”), in form and substance reasonably satisfactory to the Company, pursuant to which such Optionholder shall agree to become a party to the Stockholders Agreement and entitled to the rights and benefits and subject to the duties and obligations of a “Management Stockholder” thereunder, and (iv) an executed consent from Optionholder’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the Options, Optionholder will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries which it believes is necessary to enable Optionholder to make an informed investment decision. If, at any time subsequent to the date Optionholder exercises any portion of the Options granted hereunder and prior to the occurrence of a Change of Control, Optionholder becomes legally married (whether in the first instance or to a different spouse), Optionholder shall cause Optionholder’s spouse to execute and deliver to the Company a consent in the form of Exhibit 1 attached to the Plan. Optionholder’s failure to deliver to the Company an executed consent in the form of Exhibit 1 to the Plan at any time when Optionholder would otherwise be treated for all purposes as the record holder of required to deliver such shares of Common Stock consent shall constitute Optionholder’s continuing representation and warranty that Optionholder is not legally married as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. The Option herein granted may be exercised with respect ----------- ---------------------- to shares of the Company's Common Stock covered by the Option in the amount specified ("Option Shares") at any time from the date that any portion of the Option described in 3.1(a) becomes exercisable until the Option expires pursuant to Section 3.3 by: (i) delivery by Optionee of written notice notification of exercise and payment in full either in cash or in Common Stock of the Company, or a combination thereof, delivered to the Secretary of the Company setting forth Company, or his designee, for all Option Shares being purchased plus the number amount of shares of Common Stock with respect any federal and state income taxes required to which the Option is being exercised. The notice shall be accompanied by, at the election withheld by reason of the Optionee, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) an election by Optionee to have the Company withhold the number of shares of Common Stock the fair market value of which is equal to the aggregate exercise price of the shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise ; and (ii) payment if requested, within the specified time set forth in full of the exercise price for the number of share for which Options are being exercisedany such request, are both received by delivery to the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice representations and paymentundertakings as may, in the opinion of the Company's legal counsel, be necessary or desirable to comply with federal and state tax and securities laws and (iii) a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option shall also be provided. The Committee may, in its absolute discretion, take whatever additional action it deems appropriate to insure the observance and performance of such representations, undertakings and agreements and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Company shall deliver Committee may require an opinion of counsel acceptable to Optionee certificates for it to the number effect that any subsequent transfer of shares with respect to which acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option has been so exercisedmay, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mailCompany's discretion, addressed bear an appropriate legend referring to Optionee at the address specified pursuant to provisions of this Section 4subsection and the representations, undertakings and agreements referenced herein.

Procedure for Exercise. The Option herein granted Optionholder may be exercised by the delivery by Optionee of written notice to the Secretary exercise all or any portion of the Company setting forth the number of shares of Common Stock Options granted hereunder with respect to which the Option is being exercised. The Shares vested and exercisable pursuant to Section 2(c) above by delivering written notice shall be accompanied by, at the election of the Optionee, (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer exercise to the Company, (iii) an election by Optionee to have the Company withhold the number of shares of Common Stock the fair market value of which is equal to the aggregate exercise price of the shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance together with this Plan, shall be deemed to have been exercised immediately prior to the close of business on the date (i) a written notice acknowledgment that Optionholder has read and has been afforded an opportunity to ask questions of such exercise management of the Company regarding all financial and other information provided to Optionholder regarding the Company and its Subsidiaries, (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the exercise price for Company in the amount equal to the number of share for which Option Shares to be acquired multiplied by the applicable option exercise price (the “Aggregate Exercise Price”), provided that, Optionholder may, in lieu of paying the Aggregate Exercise Price in cash, indicate in Optionholder’s exercise notice that such Optionholder intends to effect a cashless exercise thereof and, in such case, the Company shall cancel such number of Option Shares otherwise issuable to the Optionholder having a Fair Market Value equal to the Aggregate Exercise Price of the Options are being exercised, are both received in which event the Company shall only issue Option Shares for the remainder of the Options being exercised after satisfying the Aggregate Exercise Price, (iii) an executed joinder agreement to that certain [Stockholders Agreement, dated as of [ ], by and among the Company and Optionee its stockholders signatory thereto (as amended from time to time, the “Stockholders Agreement”),] in form and substance reasonably satisfactory to the Company, pursuant to which such Optionholder shall become a party to the Stockholders Agreement and be treated for entitled to the rights and benefits and subject to the duties and obligations of a “Management Stockholder” thereunder, and (iv) an executed consent from Optionholder’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the Options, Optionholder will permit the Company to deliver to him or her all purposes as financial and other information regarding the record holder Company and its Subsidiaries which it believes is necessary to enable Optionholder to make an informed investment decision. If, at any time subsequent to the date Optionholder exercises any portion of the Options granted hereunder and prior to the occurrence of a Termination Event, Optionholder becomes legally married (whether in the first instance or to a different spouse), Optionholder shall cause Optionholder’s spouse to execute and deliver to the Company a consent in the form of Exhibit 1 attached to the Plan. Optionholder’s failure to deliver to the Company an executed consent in the form of Exhibit 1 to the Plan at any time when Optionholder would otherwise be required to deliver such shares of Common Stock consent shall constitute Optionholder’s continuing representation and warranty that Optionholder is not legally married as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.