OF A STOCK DIVIDEND, THEN THERE SHALL BE
MADE AN APPROPRIATE ADJUSTMENT (A) IN THE NUMBER OF UNITS THEN COVERED HEREBY,
(B) TO THE BASE PRICE AND/OR (C) TO THE OTHER TERMS AS MAY BE NECESSARY TO
REFLECT THE FOREGOING EVENTS.
THERE MAY ALSO BE MADE SIMILAR ADJUSTMENTS AS
DESCRIBED IN (A)-(C) OF THE PREVIOUS SENTENCE IN THE EVENT OF ANY DISTRIBUTION
OF ASSETS TO STOCKHOLDERS OF ARDEN GROUP OTHER THAN A DIVIDEND PAYABLE IN CASH
OR PROPERTY (OTHER THAN STOCK).
ANY DETERMINATIONS OR INTERPRETATIONS UNDER
THIS SECTION SHALL BE MADE BY THE BOARD, WHOSE DETERMINATION SHALL BE FINAL,
BINDING AND CONCLUSIVE.
IN THE EVENT THERE SHALL BE ANY OTHER CHANGE IN THE
NUMBER OR KIND OF THE OUTSTANDING SHARES OF STOCK OF ARDEN GROUP SUBJECT TO THIS
AGREEMENT, THEN IF THE BOARD, IN ITS SOLE DISCRETION, DETERMINES THAT SUCH
CHANGE EQUITABLY REQUIRES AN ADJUSTMENT IN THIS AGREEMENT, SUCH ADJUSTMENTS
SHALL BE MADE IN ACCORDANCE WITH SUCH DETERMINATION, AND THE BOARD'S
DETERMINATION OF THE NATURE AND AMOUNT OF SUCH ADJUSTMENT, IF ANY, SHALL BE
FINAL, BINDING AND CONCLUSIVE.
7.
TERMINATION UPON MERGER.
IN THE EVENT THAT ARDEN GROUP MERGES
WITH OR INTO ANY OTHER CORPORATION, CONSOLIDATES WITH ANY OTHER CORPORATION, OR
SELLS SUBSTANTIALLY ALL OF ITS ASSETS AND BUSINESS TO ANOTHER CORPORATION AND,
IN ANY SUCH CASE, STOCKHOLDERS OF ARDEN GROUP IMMEDIATELY PRIOR TO THE
CONSUMMATION OF THE TRANSACTION OWN LESS THAN FIFTY PERCENT (50%) OF THE
OUTSTANDING VOTING SECURITIES OF THE SURVIVING OR ACQUIRING CORPORATION
IMMEDIATELY AFTER CONSUMMATION OF THE TRANSACTION, THEN (A) THE UNIT HOLDER
SHALL BE PAID THE AMOUNT PROVIDED IN PARAGRAPH 2 ABOVE FOR ALL THEN FULLY VESTED
AND UNEXERCISED UNITS THEN HELD BY HIM OR HER IN THE MANNER PROVIDED IN SAID
PARAGRAPH 2 AS IF SUCH UNIT HOLDER HAD EXERCISED HIS OR HER RIGHT AND OPTION TO
BE PAID FOR ALL OF SUCH THEN FULLY VESTED UNITS IMMEDIATELY PRIOR TO THE
EFFECTIVENESS OF SUCH MERGER OR CONSOLIDATION, CONSUMMATION OF SUCH SALE OR THE
OCCURRENCE OF THE CLASS A COMMON STOCK NO LONGER BEING LISTED ON A NATIONAL
SECURITIES EXCHANGE OR PUBLICLY TRADED IN THE OVER-THE-COUNTER MARKET AND
(B) ALL OF THE UNITS SHALL AUTOMATICALLY AND WITHOUT NOTICE TERMINATE AND BECOME
NULL AND VOID UPON SUCH EFFECTIVENESS, CONSUMMATION OR OCCURRENCE.
8.
RIGHTS UNFUNDED.
THE UNIT HOLDER UNDERSTANDS THAT THE RIGHTS
PROVIDED FOR HEREUNDER ARE UNFUNDED AND THE COMPANY HAS NOT MADE, AND HAS NO
OBLIGATION TO MAKE, ANY PROVISION WITH RESPECT TO SEGREGATING ASSETS OF THE
COMPANY FOR PAYMENT OF ANY BENEFITS HEREUNDER.
THE UNIT HOLDER FURTHER
UNDERSTANDS THAT HE OR SHE HAS NO INTEREST IN ANY PARTICULAR ASSET OF THE
COMPANY BY REASON OF THIS AGREEMENT BUT ONLY THE RIGHTS OF A GENERAL UNSECURED
CREDITOR WITH RESPECT TO HIS OR HER RIGHTS UNDER THIS AGREEMENT.
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9.
NO RIGHTS AS A STOCKHOLDER.
NEITHER THE UNIT HOLDER NOR ANY
OTHER PERSON LEGALLY ENTITLED TO EXERCISE ANY UNITS HEREUNDER SHALL HAVE ANY
VOTING OR OTHER RIGHTS OF A STOCKHOLDER BY VIRTUE OF THE GRANT, VESTING