add or modify a cashless exercise feature providing for payment in cash or securities upon the exercise of Options;

• a “cashless exercise” with a third party who provides simultaneous financing for the purposes of (or who otherwise facilitates) the exercise of the Option.

Cashless Settlement Mechanism. Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

delivery of the Exercise Units, provided that payment of the Aggregate Strike Price (other than in the case of a cashless exercise) is received by the Company.

If the Participant exercises this option using either the cashless sell-all exercise method or the cashless sell-to-cover method, it is not necessary to obtain a Tax Clearance Certificate (as described above) or a transfer of funds application form. In addition, under a cashless sell-to-cover method, the Participant may acquire and hold shares up to any amount, even in excess of [[Unknown Identifier]]. The value of the shares acquired using a cashless sell-to-cover exercise method will not be counted against the [[Unknown Identifier]] limit. The sale proceeds of such shares may be held offshore and will not count against the investment limit.

(A) = the VWAP on the trading day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;

The Company may not sponsor, or assist in any material way, any “cashless” exercise program pursuant to which payment for Options to be exercised is made by surrendering other Options. The prohibition of the immediately preceding sentence does not apply to third-party, broker-assisted “cashless” exercise programs as described in [clause (i) above] that the Company does not sponsor or assist and payment of the exercise price of Options by tender of Previously-Acquired Shares as described in [clause (ii) above].

Notwithstanding anything to the contrary in the Award Agreement, the Participant must exercise this option using the cashless sell-all exercise method. To complete a sell-all cashless exercise, the Participant should notify a licensed securities broker acceptable to the Corporation to: # sell all of the shares upon exercise; # use the proceeds to pay the option price, brokerage fees and any applicable Tax-Related Items; and # remit the balance in cash to the Participant. If the Participant does not complete this procedure, the Corporation may refuse to allow the Participant to exercise this option. The Corporation reserves the right to provide the Participant with additional methods of exercise depending on local developments.

For purposes of determining when shares are acquired by an Employee, shares obtained by cashless exercise will be deemed to have been acquired when the Employee was originally granted the option. Otherwise, the Employee will be deemed to have acquired the shares upon exercise of the option.

​ the cancellation of such number of Option Shares as is necessary, in accordance with the formula set forth in [subsection 1(c)], to exercise this Option with respect to the number of Option Shares recited above pursuant to the cashless exercise procedure set forth in [subsection 1(c)].