Common use of Conditions to Exercise of Option Clause in Contracts

Conditions to Exercise of Option. A. Subject to the provisions of Section 2, this Option may be exercised by fifteen (15) days' prior written notice delivered to the Secretary of the Corporation stating the number of Option Shares with respect to which the Option is being exercised and accompanied by payment of the Option Price either: (i) by cashier's check payable to the order of Corporation; (ii) by the delivery and exchange of a number of already outstanding shares of Common Stock, previously acquired by Optionee, having a fair market value equal to the Option Price; (iii) by a combination of cashier's check and shares of common stock under (i) and (ii) above; or (iv) in any other form acceptable to Corporation. B. Only whole shares of common stock may be used in payment of the Option Price and, if payment is to be made only in Common Stock, the shares shall be rounded to the lowest whole number of shares, and the balance of the Option Price shall be paid in cash. All shares of common stock utilized for the payment of the Option Price shall have a fair market value determined as of the date notice of exercise is given to the Secretary of the Corporation and shall be delivered by Optionee free and clear of all liens and encumbrances and in transferable form. C. As soon as practicable after receipt of such notice and payment, Corporation shall, without transfer or issuance tax or other incidental expense to Optionee, deliver to Optionee at the office of Corporation, or at such other place as may be mutually acceptable, or, at the election of Corporation, by certified mail addressed to Optionee at his address shown in the employment records of Corporation, a certificate or certificates for such shares of common stock out of the theretofore unissued shares or reacquired shares, as reserved for issuance hereunder, of its Common Stock, as Corporation may elect; provided, however, that, if no request has been made under this Agreement that the shares to be delivered be registered under the Securities Act of 1933, as amended (the "Act"), or such shares are not otherwise registered under the Act, such delivery may be postponed by Corporation until it receives from Optionee such statements or documents with respect to the issuance or transfer of such shares as shall reasonably be required to comply with the applicable provisions of the Act or the Securities Exchange Act of 1934, as amended, any rules or regulations of the Securities and Exchange Commission promulgated thereunder, or the requirements of applicable state laws relating to authorization, issuance or sale of securities. If Optionee fails to accept delivery of all or any part of the number of shares of common stock specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such undelivered shares may be terminated by Corporation.

Conditions to Exercise of Option. A. Subject In order to enable the provisions Corporation to comply with the Securities Act of Section 21933 (the “Securities Act”) and relevant stale law, this Option the Corporation may be exercised by fifteen (15) days' prior written notice delivered to require the Secretary Optionee, its successors or assigns, or any transferee as a condition of the Corporation stating the number of Option Shares with respect to which the Option is being exercised and accompanied by payment exercising of the Option Price either: (i) by cashier's check payable granted hereunder, to give written assurance reasonably satisfactory to the order of Corporation; (ii) by Company that the delivery and exchange of a number of already outstanding shares of Common Stock, previously acquired by Optionee, having a fair market value equal Shares subject to the Option Price; (iii) by a combination are being acquired for his/her/its own account, for investment only, with no view to the distribution of cashier's check same, and shares that any subsequent resale of common stock under (i) and (ii) above; or (iv) in any other form acceptable to Corporation. B. Only whole shares of common stock may be used in payment of the Option Price and, if payment is to such Shares either shall be made only in Common Stock, the shares shall be rounded pursuant to the lowest whole number of shares, and the balance of the Option Price shall be paid in cash. All shares of common stock utilized for the payment of the Option Price shall have a fair market value determined as of the date notice of exercise is given to the Secretary of the Corporation and shall be delivered by Optionee free and clear of all liens and encumbrances and in transferable form. C. As soon as practicable after receipt of such notice and payment, Corporation shall, without transfer or issuance tax or other incidental expense to Optionee, deliver to Optionee at the office of Corporation, or at such other place as may be mutually acceptable, or, at the election of Corporation, by certified mail addressed to Optionee at his address shown in the employment records of Corporation, a certificate or certificates for such shares of common stock out of the theretofore unissued shares or reacquired shares, as reserved for issuance hereunder, of its Common Stock, as Corporation may elect; provided, however, that, if no request has been made under this Agreement that the shares to be delivered be registered registration statement under the Securities Act of 1933, as amended (and applicable state law which has become effective and is current with regard to the "Act")Shares being sold, or such shares are not otherwise registered shall be pursuant to an exemption from registration under the Act, such delivery may be postponed by Corporation until it receives from Optionee such statements or documents with respect Securities Act and applicable state law. The Options are subject to the issuance or transfer of such shares as requirement that, if at any time the Board shall reasonably be required to comply with determine that the applicable provisions listing, registration, or qualification of the Act Shares of common stock subject to the Options upon any securities exchange or the Securities Exchange Act of 1934, as amended, under any rules state or regulations of the Securities and Exchange Commission promulgated thereunderfederal law, or the requirements consent or approval of applicable any governmental regulatory body, is necessary under any state laws relating or federal law as a condition of, or in connection with the issue or purchase of Shares under the Options, the Options may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected. The Corporation agrees to authorizationcontinuously and diligently pursue, issuance in good faith, any such actions as may be required under any state or sale of securitiesfederal law. If Optionee fails to accept delivery of all or any part Furthermore, upon exercise of the number Option, Optionee shall agree to be bound by any existing Shareholder’s Agreement, Registration Rights Agreement or similar agreement then in effect and binding the other shareholders of shares the Corporation, provided such Shareholder’s Agreement, Registration Rights Agreement or similar agreement complies with all of common stock specified the applicable requirements set forth in such notice upon tender the Loan Agreement of delivery thereof, his right to exercise this Option with respect to such undelivered shares may be terminated even date herewith by and between Optionee and the Corporation.