Common use of Exercise and Vesting Clause in Contracts

Exercise and Vesting. (a) For purposes of this Option Agreement, the Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares.” Except as otherwise provided in Section 3, the Option Shares shall become “Vested Shares” as follows: (i) one-quarter (1/4) of the Option Shares (i.e. 100,000 Option Shares) shall vest immediately on the Grant Date and (ii) thereafter, beginning on the last day of the month following the month in which the first annual anniversary of the Grant Date occurs, 8,333 Option Shares shall vest monthly on the last day of each month, provided that 8,345 Option Shares shall vest on the last day of the 48th month following the Grant Date, so that all of the Option Shares shall be vested four years after the Grant Date, provided, however, that vesting shall cease upon your ceasing to be an employee of the Company or a Related Entity as expressly provided in Section 3 hereof. (b) Notwithstanding anything to the contrary contained in this Option Agreement, in the event that a Sale of the Company or Change of Control occurs while you are an employee of the Company or any Related Entity, then all of the Option Shares shall vest and become Vested Shares immediately prior to the consummation of a Sale of the Company or Change of Control. (c) The Option Shares that are subject to monthly vesting in each of the second, third and fourth years after the Grant Date shall become exercisable only on the anniversary of the Grant Date occurring at the end of the twelve (12) month period during which they have vested; provided that any Vested Shares shall be exercisable immediately prior to the consummation of a Sale of the Company or a Change of Control and, subject to the other terms of this Option Agreement, immediately following a Termination of Employment. Subject to preceding sentence and the other relevant provisions and limitations contained herein and in the Plan, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Option Agreement. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share or for less than 100 shares (unless the number purchased is the total balance for which the Option is then exercisable). (d) The unexercised portion of the Option, if any, will automatically, and without notice, terminate and become null and void upon the expiration of 10 years from the Grant Date and, except as expressly provided herein, no portion of the Option may be exercised after such date. (e) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its principal place of business (a copy of the form of exercise to be used will be available upon written request to the Secretary), specifying the Option being exercised and the number of shares of Common Stock to be purchased, and specifying a business day not more than 10 days from the date such notice is given for the payment of the purchase price against delivery of the shares of Common Stock being purchased. Subject to the terms of the Plan and this Option Agreement, the Company shall cause certificates for the shares so purchased to be delivered at the principal business office of the Company, against payment of the full purchase price, on the date specified in the notice of exercise. The Exercise Price shall be paid by you in cash by delivery of a certified or bank check payable to the order of the Company in the full amount of the Exercise Price of the shares so purchased, or in such other manner as described in the Plan and approved by the Committee. Notwithstanding the foregoing, if permitted by law, payment may be made by: (a) cancellation of any indebtedness of the Company owed to you; (b) delivering that number of shares of Common Stock already owned by you having an aggregate Fair Market Value which shall equal the exercise price (or any portion thereof) and to deliver the shares thus acquired by you in payment of shares to be received pursuant to the exercise of additional portions of such Option, the effect of which shall be that you can in sequence utilize such newly acquired shares in payment of the exercise price of the entire Option; (c) by waiver of compensation owed, including any bonus, to you from the Company for services rendered; (d) provided that the Common Stock is “publicly traded” (as defined below), through a “same day sale” commitment from you and a broker-dealer that is a member of the National Association of Securities Dealers, Inc. (a “NASD Dealer”) whereby you irrevocably elect to exercise the Option and to sell a portion of the Common Stock so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such Common Stock to forward the exercise price directly to the Company; or (e) any combination of the foregoing. For purposes of this paragraph, the Common Stock shall be deemed to be “publicly traded” if it is listed or traded on the New York Stock Exchange, American Stock Exchange or Nasdaq National Market System.

Exercise and Vesting. (a) For purposes of this Option Agreement, the Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares.” Except as otherwise provided in Section 3, the Option Shares shall become “Vested Shares” as follows: (i) one-quarter (1/4) of the Option Shares (i.e. 100,000 312,500 Option Shares) shall vest immediately on the Grant Date and (ii) thereafter, beginning on the last day of the month following the month in which the first annual anniversary of the Grant Date occurs, 8,333 26,042 Option Shares shall vest monthly on the last day of each month, provided that 8,345 26,030 Option Shares shall vest on the last day of the 48th month following the Grant Date, so that all of the Option Shares shall be vested four years after the Grant Date, provided, however, that vesting shall cease upon your ceasing to be an employee of the Company or a Related Entity as expressly provided in Section 3 hereof. (b) Notwithstanding anything to the contrary contained in this Option Agreement, in the event that a Sale of the Company or Change of Control occurs while you are an employee of the Company or any Related Entity, then all of the Option Shares shall vest and become Vested Shares immediately prior to the consummation of a Sale of the Company or Change of Control. (c) The Option Shares that are subject to monthly vesting in each of the second, third and fourth years after the Grant Date shall become exercisable only on the anniversary of the Grant Date occurring at the end of the twelve (12) month period during which they have vested; provided that any Vested Shares shall be exercisable immediately prior to the consummation of a Sale of the Company or a Change of Control and, subject to the other terms of this Option Agreement, immediately following a Termination of Employment. Subject to preceding sentence and the other relevant provisions and limitations contained herein and in the Plan, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Option Agreement. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share or for less than 100 shares (unless the number purchased is the total balance for which the Option is then exercisable). (d) The unexercised portion of the Option, if any, will automatically, and without notice, terminate and become null and void upon the expiration of 10 years from the Grant Date and, except as expressly provided herein, no portion of the Option may be exercised after such date. (e) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its principal place of business (a copy of the form of exercise to be used will be available upon written request to the Secretary), specifying the Option being exercised and the number of shares of Common Stock to be purchased, and specifying a business day not more than 10 days from the date such notice is given for the payment of the purchase price against delivery of the shares of Common Stock being purchased. Subject to the terms of the Plan and this Option Agreement, the Company shall cause certificates for the shares so purchased to be delivered at the principal business office of the Company, against payment of the full purchase price, on the date specified in the notice of exercise. The Exercise Price shall be paid by you in cash by delivery of a certified or bank check payable to the order of the Company in the full amount of the Exercise Price of the shares so purchased, or in such other manner as described in the Plan and approved by the Committee. Notwithstanding the foregoing, if permitted by law, payment may be made by: (a) cancellation of any indebtedness of the Company owed to you; (b) delivering that number of shares of Common Stock already owned by you having an aggregate Fair Market Value which shall equal the exercise price (or any portion thereof) and to deliver the shares thus acquired by you in payment of shares to be received pursuant to the exercise of additional portions of such Option, the effect of which shall be that you can in sequence utilize such newly acquired shares in payment of the exercise price of the entire Option; (c) by waiver of compensation owed, including any bonusbonus (provided, however, that any bonus shall be deemed to be owed after such bonus becomes due and payable in accordance with the terms of the Employment Agreement), to you from the Company for services rendered; (d) provided that the Common Stock is “publicly traded” (as defined below), through a “same day sale” commitment from you and a broker-dealer that is a member of the National Association of Securities Dealers, Inc. (a “NASD Dealer”) whereby you irrevocably elect to exercise the Option and to sell a portion of the Common Stock so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such Common Stock to forward the exercise price directly to the Company; or (e) any combination of the foregoing. For purposes of this paragraph, the Common Stock shall be deemed to be “publicly traded” if it is listed or traded on the New York Stock Exchange, American Stock Exchange or Nasdaq National Market System.

Exercise and Vesting. (a) For purposes of this Option Agreement, the Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares.” Except as otherwise provided in Section 3, the Option Shares shall become “Vested Shares” as follows: (i) one-quarter (1/4) of the Option Shares (i.e. 100,000 Option Shares) shall vest immediately on the Grant Date and (ii) thereafter, beginning on the last day of the month following the month in which the first annual anniversary of the Grant Date occurs, 8,333 69,444 Option Shares shall vest monthly on the last day of each month, provided that 8,345 69,460 Option Shares shall vest on the last day of the 48th 36th month following the Grant Date, so that all of the Option Shares shall be vested four three years after the Grant Date, provided, however, that vesting shall cease upon your ceasing to be an employee of the Company or a Related Entity as expressly provided in Section 3 hereof. (b) Notwithstanding anything to the contrary contained in this Option Agreement, in the event that a Sale of the Company or Change of Control occurs while you are an employee of the Company or any Related Entity, then all of the Option Shares shall vest and become Vested Shares immediately prior to the consummation of a Sale of the Company or Change of Control. (c) The Option Shares that are subject to monthly vesting in each of the second, third and fourth years after the Grant Date shall become exercisable only on the anniversary of the Grant Date occurring at the end of the twelve (12) month period during which they have vested; provided that any Vested Shares shall be exercisable immediately prior to the consummation of a Sale of the Company or a Change of Control and, subject to the other terms of this Option Agreement, immediately following a Termination of Employment. Subject to preceding sentence and the other relevant provisions and limitations contained herein and in the Plan, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Option Agreement. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share or for less than 100 shares (unless the number purchased is the total balance for which the Option is then exercisable). (d) The unexercised portion of the Option, if any, will automatically, and without notice, terminate and become null and void upon the expiration of 10 years from the Grant Date and, except as expressly provided herein, no portion of the Option may be exercised after such date. (e) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its principal place of business (a copy of the form of exercise to be used will be available upon written request to the Secretary), specifying the Option being exercised and the number of shares of Common Stock to be purchased, and specifying a business day not more than 10 days from the date such notice is given for the payment of the purchase price against delivery of the shares of Common Stock being purchased. Subject to the terms of the Plan and this Option Agreement, the Company shall cause certificates for the shares so purchased to be delivered at the principal business office of the Company, against payment of the full purchase price, on the date specified in the notice of exercise. The Exercise Price shall be paid by you in cash by delivery of a certified or bank check payable to the order of the Company in the full amount of the Exercise Price of the shares so purchased, or in such other manner as described in the Plan and approved by the Committee. Notwithstanding the foregoing, if permitted by law, payment may be made by: (a) cancellation of any indebtedness of the Company owed to you; (b) delivering that number of shares of Common Stock already owned by you having an aggregate Fair Market Value which shall equal the exercise price (or any portion thereof) and to deliver the shares thus acquired by you in payment of shares to be received pursuant to the exercise of additional portions of such Option, the effect of which shall be that you can in sequence utilize such newly acquired shares in payment of the exercise price of the entire Option; (c) by waiver of compensation owed, including any bonusbonus (provided, however, that any bonus shall be deemed to be owed after such bonus becomes due and payable in accordance with the terms of the Employment Agreement), to you from the Company for services rendered; (d) provided that the Common Stock is “publicly traded” (as defined below), through a “same day sale” commitment from you and a broker-dealer that is a member of the National Association of Securities Dealers, Inc. (a “NASD Dealer”) whereby you irrevocably elect to exercise the Option and to sell a portion of the Common Stock so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such Common Stock to forward the exercise price directly to the Company; or (e) any combination of the foregoing. For purposes of this paragraph, the Common Stock shall be deemed to be “publicly traded” if it is listed or traded on the New York Stock Exchange, American Stock Exchange or Nasdaq National Market System.

Exercise and Vesting. (a) For purposes of this Option Agreement, the Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares.” Except as otherwise provided in Section 3, the Option Shares shall become “Vested Shares” as follows: (i) one-quarter (1/4) of the Option Shares (i.e. 100,000 1,600,000 Option Shares) shall vest immediately on the Grant Date and (ii) thereafter, beginning on the last day of the month following the month in which the first annual anniversary of the Grant Date occurs, 8,333 133,333 Option Shares shall vest monthly on the last day of each month, provided that 8,345 133,345 Option Shares shall vest on the last day of the 48th month following the Grant Date, so that all of the Option Shares shall be vested four years after the Grant Date, provided, however, that vesting shall cease upon your ceasing to be an employee of the Company or a Related Entity as expressly provided in Section 3 hereof. (b) Notwithstanding anything to the contrary contained in this Option Agreement, in the event that a Sale of the Company or Change of Control occurs while you are an employee of the Company or any Related Entity, then all of the Option Shares shall vest and become Vested Shares immediately prior to the consummation of a Sale of the Company or Change of Control. (c) The Option Shares that are subject to monthly vesting in each of the second, third and fourth years after the Grant Date shall become exercisable only on the anniversary of the Grant Date occurring at the end of the twelve (12) month period during which they have vested; provided that any Vested Shares shall be exercisable immediately prior to the consummation of a Sale of the Company or a Change of Control and, subject to the other terms of this Option Agreement, immediately following a Termination of Employment. Subject to preceding sentence and the other relevant provisions and limitations contained herein and in the Plan, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Option Agreement. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share or for less than 100 shares (unless the number purchased is the total balance for which the Option is then exercisable). (d) The unexercised portion of the Option, if any, will automatically, and without notice, terminate and become null and void upon the expiration of 10 years from the Grant Date and, except as expressly provided herein, no portion of the Option may be exercised after such date. (e) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its principal place of business (a copy of the form of exercise to be used will be available upon written request to the Secretary), specifying the Option being exercised and the number of shares of Common Stock to be purchased, and specifying a business day not more than 10 days from the date such notice is given for the payment of the purchase price against delivery of the shares of Common Stock being purchased. Subject to the terms of the Plan and this Option Agreement, the Company shall cause certificates for the shares so purchased to be delivered at the principal business office of the Company, against payment of the full purchase price, on the date specified in the notice of exercise. The Exercise Price shall be paid by you in cash by delivery of a certified or bank check payable to the order of the Company in the full amount of the Exercise Price of the shares so purchased, or in such other manner as described in the Plan and approved by the Committee. Notwithstanding the foregoing, if permitted by law, payment may be made by: (a) cancellation of any indebtedness of the Company owed to you; (b) delivering that number of shares of Common Stock already owned by you having an aggregate Fair Market Value which shall equal the exercise price (or any portion thereof) and to deliver the shares thus acquired by you in payment of shares to be received pursuant to the exercise of additional portions of such Option, the effect of which shall be that you can in sequence utilize such newly acquired shares in payment of the exercise price of the entire Option; (c) by waiver of compensation owed, including any bonusbonus (provided, however, that any bonus shall be deemed to be owed after such bonus becomes due and payable in accordance with the terms of the Employment Agreement), to you from the Company for services rendered; (d) provided that the Common Stock is “publicly traded” (as defined below), through a “same day sale” commitment from you and a broker-dealer that is a member of the National Association of Securities Dealers, Inc. (a “NASD Dealer”) whereby you irrevocably elect to exercise the Option and to sell a portion of the Common Stock so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such Common Stock to forward the exercise price directly to the Company; or (e) any combination of the foregoing. For purposes of this paragraph, the Common Stock shall be deemed to be “publicly traded” if it is listed or traded on the New York Stock Exchange, American Stock Exchange or Nasdaq National Market System.

Exercise and Vesting. (a) For purposes of this Option Agreement, the Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares.” Except as otherwise provided in Section 3, the Option Shares shall become “Vested Shares” as follows: (i) with respect to one-quarter third (1/41/3) of the Option Shares, on the first anniversary of the Grant Date, and one-third (1/3) of the Option Shares (i.e. 100,000 Option Shares) shall vest immediately on the Grant Date and (ii) thereafter, beginning on the last day each of the month following the month in which the first annual anniversary two subsequent anniversaries of the Grant Date occurs, 8,333 Option Shares shall vest monthly on the last day of each month, provided that 8,345 Option Shares shall vest on the last day of the 48th month following the Grant Datethereafter, so that all of the Option Shares shall be vested four three years after the Grant Date, provided, however, provided that vesting shall cease upon your ceasing to be an employee of the Company or a Related Entity as expressly provided in Section 3 hereof. (b) Notwithstanding anything to the contrary contained in this Option Agreement, in the event that a Sale of the Company or Change of Control occurs while you are an employee of the Company or any Related Entity, then all of the Option Shares shall vest and become Vested Shares immediately prior to the consummation of a Sale of the Company or Change of ControlCompany. (c) The Option Shares that are subject to monthly vesting in each of the second, third and fourth years after the Grant Date shall become exercisable only on the anniversary of the Grant Date occurring at the end of the twelve (12) month period during which they have vested; provided that any Vested Shares shall be exercisable immediately prior Subject to the consummation of a Sale of the Company or a Change of Control and, subject to the other terms of this Option Agreement, immediately following a Termination of Employment. Subject to preceding sentence and the other relevant provisions and limitations contained herein and in the Plan, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Option Agreement. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share or for less than 100 shares (unless the number purchased is the total balance for which the Option is then exercisable). (d) The unexercised portion of the Option, if any, will automatically, and without notice, terminate and become null and void upon the expiration of 10 years from the Grant Date and, except as expressly provided herein, no portion of the Option may be exercised after such date. (e) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its principal place of business (a copy of the form of exercise to be used will be available upon written request to the Secretary), specifying the Option being exercised and the number of shares of Common Stock to be purchased, and specifying a business day not more than 10 days from the date such notice is given for the payment of the purchase price against delivery of the shares of Common Stock being purchased. Subject to the terms of the Plan and this Option Agreement, the Company shall cause certificates for the shares so purchased to be delivered at the principal business office of the Company, against payment of the full purchase price, on the date specified in the notice of exercise. The Exercise Price shall be paid by you in cash by delivery of a certified or bank check payable to the order of the Company in the full amount of the Exercise Price of the shares so purchased, or in such other manner as described in the Plan and approved by the Committee. Notwithstanding the foregoing, if permitted by law, payment may be made by: (a) cancellation of any indebtedness of the Company owed to you; (b) to exercise a portion of an Option by delivering that number of shares of Common Stock already owned by you having an aggregate Fair Market Value which shall equal the partial Option exercise price (or any portion thereof) and to deliver the shares thus acquired by you in payment of shares to be received pursuant to the exercise of additional portions of such Option, the effect of which shall be that you can in sequence utilize such newly acquired shares in payment of the exercise price of the entire Option, together with such cash as shall be paid in respect of fractional shares; (c) by waiver of compensation oweddue or earned and accrued, including a bonus (provided, however, that any bonusbonus shall be deemed to be accrued after such bonus becomes due and payable in accordance with the terms of the Employment Agreement), to you from the Company for services rendered; (d) provided that the Common Stock is “publicly traded” (as defined below), through a “same day sale” commitment from you and a broker-dealer that is a member of the National Association of Securities Dealers, Inc. NASD (a an “NASD Dealer”) whereby you irrevocably elect to exercise the Option and to sell a portion of the Common Stock so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such Common Stock to forward the exercise price directly to the Company; or (e) any combination of the foregoing. For purposes of this paragraph, the Common Stock shall be deemed to be “publicly traded” if it is listed or traded on the New York Stock Exchange, American Stock Exchange or Nasdaq National Market System.

Exercise and Vesting. Subject to adjustment as hereinafter provided, the rights represented by this Warrant are exercisable on and after the Original Issue Date until the Expiration Date, at a price per share (the "EXERCISE PRICE") of the Common Stock issuable hereunder (hereinafter, "WARRANT SHARES") equal to the lesser of (a) For purposes Four Dollars ($4.00) or (b) the price per share of this Option AgreementCommon Stock in the Financing, the Option Shares which amount shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares.” Except as otherwise provided in Section 3, the Option Shares shall become “Vested Shares” as follows: calculated by dividing (i) one-quarter (1/4) of the Option Shares (i.e. 100,000 Option Shares) shall vest immediately on the Grant Date and (ii) thereafter, beginning on the last day of the month following the month in which the first annual anniversary of the Grant Date occurs, 8,333 Option Shares shall vest monthly on the last day of each month, provided that 8,345 Option Shares shall vest on the last day of the 48th month following the Grant Date, so that all of the Option Shares shall be vested four years after the Grant Date, provided, however, that vesting shall cease upon your ceasing to be an employee of total amount received or receivable by the Company or a Related Entity as expressly provided in Section 3 hereof. (b) Notwithstanding anything to consideration for the contrary contained in this Option AgreementFinancing, in plus the event that a Sale minimum aggregate amount of the Company or Change of Control occurs while you are an employee of the Company or any Related Entity, then all of the Option Shares shall vest and become Vested Shares immediately prior to the consummation of a Sale of the Company or Change of Control. (c) The Option Shares that are subject to monthly vesting in each of the second, third and fourth years after the Grant Date shall become exercisable only on the anniversary of the Grant Date occurring at the end of the twelve (12) month period during which they have vested; provided that any Vested Shares shall be exercisable immediately prior to the consummation of a Sale of the Company or a Change of Control and, subject to the other terms of this Option Agreement, immediately following a Termination of Employment. Subject to preceding sentence and the other relevant provisions and limitations contained herein and in the Plan, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Option Agreement. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share or for less than 100 shares (unless the number purchased is the total balance for which the Option is then exercisable). (d) The unexercised portion of the Optionadditional consideration, if any, will automatically, and without notice, terminate and become null and void upon the expiration of 10 years from the Grant Date and, except as expressly provided herein, no portion of the Option may be exercised after such date. (e) Any exercise by you of the Option shall be in writing addressed payable to the Secretary Company upon conversion or exchange for Common Stock of instruments issued in the Company at its principal place of business Financing by (a copy of ii) the form of exercise to be used will be available upon written request to the Secretary), specifying the Option being exercised and the maximum aggregate number of additional shares of Common Stock to be purchased, and specifying a business day not more than 10 days from the date issuable upon conversion or exchange of all such notice is given for the payment of the purchase price against delivery of the shares of Common Stock being purchased. Subject to the terms of the Plan and this Option Agreement, the Company shall cause certificates for the shares so purchased to be delivered at the principal business office of the Company, against payment of the full purchase price, on the date specified instruments issued in the notice Financing for such minimum aggregate amount of exerciseadditional consideration. The Exercise Price shall be paid payable in cash, by you in cash by delivery of a certified or official bank check payable or wire transfer as hereinafter provided or in accordance with Section 1.2 below. Subject to termination and reduction in the number of Warrant Shares for which this Warrant is exercisable pursuant to the order first paragraph of the Company this Warrant, this Warrant is fully vested. Upon surrender of this Warrant with a duly executed Notice of Exercise in the full amount form of Annex A hereto, together with payment, if applicable, of the Exercise Price of for the shares Warrant Shares purchased, at the Company's principal executive offices presently located at 2909 Xxxxxxx Xxxxxx, Xxxxx Xxx, XX 00000, xx at such other address as the Company shall have advised the holder in writing (the "DESIGNATED OFFICE"), the holder shall be entitled to receive a certificate or certificates for the Warrant Shares so purchased, or in such other manner as described in the Plan and approved by the Committee. Notwithstanding the foregoing, if permitted by law, payment may be made by: (a) cancellation of any indebtedness of the The Company owed to you; (b) delivering that number of shares of Common Stock already owned by you having an aggregate Fair Market Value which shall equal the exercise price (or any portion thereof) and to deliver the shares thus acquired by you in payment of shares to be received pursuant to the exercise of additional portions of such Option, the effect of which shall be that you can in sequence utilize such newly acquired shares in payment of the exercise price of the entire Option; (c) by waiver of compensation owed, including any bonus, to you from the Company for services rendered; (d) provided agrees that the Common Stock is “publicly traded” (as defined below), through a “same day sale” commitment from you and a broker-dealer that is a member of the National Association of Securities Dealers, Inc. (a “NASD Dealer”) whereby you irrevocably elect to exercise the Option and to sell a portion of the Common Stock so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such Common Stock to forward the exercise price directly to the Company; or (e) any combination of the foregoing. For purposes of this paragraph, the Common Stock Warrant Shares shall be deemed to be “publicly traded” if it is listed or traded have been issued to the holder as of the close of business on the New York Stock Exchangedate on which this Warrant shall have been surrendered together with the Notice of Exercise and payment, American Stock Exchange or Nasdaq National Market Systemif applicable, for such Warrant Shares.

Exercise and Vesting. (a) For purposes of this Option Agreement, the Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares.” Except as otherwise provided in Section 3, the Option Shares shall become “Vested Shares” as follows: (i) one-quarter (1/4) of the Option Shares (i.e. 100,000 250,000 Option Shares) shall vest immediately on the Grant Date and (ii) thereafter, beginning on the last day of the month following the month in which the first annual anniversary of the Grant Date occurs, 8,333 20,833 Option Shares shall vest monthly on the last day of each month, provided that 8,345 20,845 Option Shares shall vest on the last day of the 48th month following the Grant Date, so that all of the Option Shares shall be vested four years after the Grant Date, provided, however, that vesting shall cease upon your ceasing to be an employee of the Company or a Related Entity as expressly provided in Section 3 hereof. (b) Notwithstanding anything to the contrary contained in this Option Agreement, in the event that a Sale of the Company or Change of Control occurs while you are an employee of the Company or any Related Entity, then all of the Option Shares shall vest and become Vested Shares immediately prior to the consummation of a Sale of the Company or Change of Control. (c) The Option Shares that are subject to monthly vesting in each of the second, third and fourth years after the Grant Date shall become exercisable only on the anniversary of the Grant Date occurring at the end of the twelve (12) month period during which they have vested; provided that any Vested Shares shall be exercisable immediately prior to the consummation of a Sale of the Company or a Change of Control and, subject to the other terms of this Option Agreement, immediately following a Termination of Employment. Subject to preceding sentence and the other relevant provisions and limitations contained herein and in the Plan, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Option Agreement. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share or for less than 100 shares (unless the number purchased is the total balance for which the Option is then exercisable). (d) The unexercised portion of the Option, if any, will automatically, and without notice, terminate and become null and void upon the expiration of 10 years from the Grant Date and, except as expressly provided herein, no portion of the Option may be exercised after such date. (e) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its principal place of business (a copy of the form of exercise to be used will be available upon written request to the Secretary), specifying the Option being exercised and the number of shares of Common Stock to be purchased, and specifying a business day not more than 10 days from the date such notice is given for the payment of the purchase price against delivery of the shares of Common Stock being purchased. Subject to the terms of the Plan and this Option Agreement, the Company shall cause certificates for the shares so purchased to be delivered at the principal business office of the Company, against payment of the full purchase price, on the date specified in the notice of exercise. The Exercise Price shall be paid by you in cash by delivery of a certified or bank check payable to the order of the Company in the full amount of the Exercise Price of the shares so purchased, or in such other manner as described in the Plan and approved by the Committee. Notwithstanding the foregoing, if permitted by law, payment may be made by: (a) cancellation of any indebtedness of the Company owed to you; (b) delivering that number of shares of Common Stock already owned by you having an aggregate Fair Market Value which shall equal the exercise price (or any portion thereof) and to deliver the shares thus acquired by you in payment of shares to be received pursuant to the exercise of additional portions of such Option, the effect of which shall be that you can in sequence utilize such newly acquired shares in payment of the exercise price of the entire Option; (c) by waiver of compensation owed, including any bonusbonus (provided, however, that any bonus shall be deemed to be owed after such bonus becomes due and payable in accordance with the terms of the Employment Agreement), to you from the Company for services rendered; (d) provided that the Common Stock is “publicly traded” (as defined below), through a “same day sale” commitment from you and a broker-dealer that is a member of the National Association of Securities Dealers, Inc. (a “NASD Dealer”) whereby you irrevocably elect to exercise the Option and to sell a portion of the Common Stock so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such Common Stock to forward the exercise price directly to the Company; or (e) any combination of the foregoing. For purposes of this paragraph, the Common Stock shall be deemed to be “publicly traded” if it is listed or traded on the New York Stock Exchange, American Stock Exchange or Nasdaq National Market System.

Exercise and Vesting. (a) For purposes of this Option Agreement, the Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares.” Except as otherwise provided in Section 3, the Option Shares shall become “Vested Shares” as follows: (i) one-quarter (1/4) of the Option Shares (i.e. 100,000 i.e., 312,500 Option Shares) shall vest immediately on the Grant Date and (ii) thereafter, beginning on the last day of the month following the month in which the first annual anniversary of the Grant Date occurs, 8,333 26,042 Option Shares shall vest monthly on the last day of each month, provided that 8,345 26,030 Option Shares shall vest on the last day of the 48th month following the Grant Date, so that all of the Option Shares shall be vested four years after the Grant Date, provided, however, that vesting shall cease upon your ceasing to be an employee of the Company or a Related Entity as expressly provided in Section 3 hereof. (b) Notwithstanding anything to the contrary contained in this Option Agreement, in the event that a Sale of the Company or Change of Control occurs while you are an employee of the Company or any Related Entity, then all of the Option Shares shall vest and become Vested Shares immediately prior to the consummation of a Sale of the Company or Change of Control. (c) The Option Shares that are subject to monthly vesting in each of the second, third and fourth years after the Grant Date shall become exercisable only on the anniversary of the Grant Date occurring at the end of the twelve (12) month period during which they have vested; provided that any Vested Shares shall be exercisable immediately prior to the consummation of a Sale of the Company or a Change of Control and, subject to the other terms of this Option Agreement, immediately following a Termination of Employment. Subject to the preceding sentence and the other relevant provisions and limitations contained herein and in the Plan, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Option Agreement. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share or for less than 100 shares (unless the number purchased is the total balance for which the Option is then exercisable). (d) The unexercised portion of the Option, if any, will automatically, and without notice, terminate and become null and void upon the expiration of 10 years from the Grant Date and, except as expressly provided herein, no portion of the Option may be exercised after such date. (e) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its principal place of business (a copy of the form of exercise to be used will be available upon written request to the Secretary), specifying the Option being exercised and the number of shares of Common Stock to be purchased, and specifying a business day not more than 10 days from the date such notice is given for the payment of the purchase price against delivery of the shares of Common Stock being purchased. Subject to the terms of the Plan and this Option Agreement, the Company shall cause certificates for the shares so purchased to be delivered at the principal business office of the Company, against payment of the full purchase price, on the date specified in the notice of exercise. The Exercise Price shall be paid by you in cash by delivery of a certified or bank check payable to the order of the Company in the full amount of the Exercise Price of the shares so purchased, or in such other manner as described in the Plan and approved by the Committee. Notwithstanding the foregoing, if permitted by law, payment may be made by: (a) cancellation of any indebtedness of the Company owed to you; (b) delivering that number of shares of Common Stock already owned by you having an aggregate Fair Market Value which shall equal the exercise price (or any portion thereof) and to deliver the shares thus acquired by you in payment of shares to be received pursuant to the exercise of additional portions of such Option, the effect of which shall be that you can in sequence utilize such newly acquired shares in payment of the exercise price of the entire Option; (c) by waiver of compensation owed, including any bonusbonus (provided, however, that any bonus shall be deemed to be owed after such bonus becomes due and payable in accordance with the terms of the Employment Agreement), to you from the Company for services rendered; (d) provided that the Common Stock is “publicly traded” (as defined below), through a “same day sale” commitment from you and a broker-dealer that is a member of the National Association of Securities Dealers, Inc. (a “NASD Dealer”) whereby you irrevocably elect to exercise the Option and to sell a portion of the Common Stock so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such Common Stock to forward the exercise price directly to the Company; or (e) any combination of the foregoing. For purposes of this paragraph, the Common Stock shall be deemed to be “publicly traded” if it is listed or traded on the New York Stock Exchange, American Stock Exchange or Nasdaq National Market System.

Exercise and Vesting. (a) For purposes of this Option AgreementSubject to adjustment as hereinafter -------------------- provided, the Option Shares shall be deemed “Nonvested rights represented by this Warrant are exercisable at a price per share (thc "Exercise Price") of Preferred Stock issuable hereunder (hereinafter, "Warrant Shares” unless and until they have become “Vested Shares.” Except as otherwise provided in Section 3, ") equal to the Option Shares shall become “Vested Shares” as follows: lower of (i) one-quarter (1/4) of the Option Shares (i.e. 100,000 Option Shares) shall vest immediately on the Grant Date $2.50 and (ii) thereafterthe per share sales price of Series G Preferred Stock sold by the Company in the Series G Offering if the Company raises a minimum of $1,000,000 in the Series G Offering on or prior to the Designation Date. In the event the Company does not raise a minimum of $1,000,000 in the Series G Offering on or prior to the Designation Date, beginning the Exercise Price shall be $2.50, The Exercise Price shall be payable in cash or by certified or official bank check as hereinafter provided or in accordance with Section 1.2 below. Rights to purchase the Warrant Shares hereunder shall vest and become exercisable on the last day following dates (each a "Vesting Date"): (i) rights to acquire 30% of the month following the month in which the first annual anniversary of the Grant Date occurs, 8,333 Option Shares shall vest monthly on the last day of each month, provided that 8,345 Option Shares shall vest on the last day of the 48th month following the Grant Date, so that all of the Option Shares shall be vested four years after the Grant Date, provided, however, that vesting shall cease upon your ceasing to be an employee of the Company or a Related Entity as expressly provided in Section 3 hereof. (b) Notwithstanding anything to the contrary contained in this Option Agreement, in the event that a Sale of the Company or Change of Control occurs while you are an employee of the Company or any Related Entity, then all of the Option Warrant Shares shall vest and become Vested Shares immediately exercisable on the date of the public announcement by the Company and Microsoft of the Licensing and Cooperative Marketing Agreement and the relationship created thereby if such announcement is made on or prior to October 31, 1997, (ii) rights to acquire 40% of the consummation Warrant Shares shall vest and become exercisable upon the signing of a Sale letter of intent or a definitive agreement with any of the companies listed on Exhibit G to the Licensing and Cooperative Marketing Agreement if such signing occurs on or prior to December 31, 1997, and (iii) rights to acquire 30% of the Warrant Shares shall vest and become exercisable upon initiation of the Home Run showcase detailed in the Marketing Agreement (as defined in the Licensing and Cooperative Marketing Agreement) if begun by December 31, 1997. Upon the request of the holder, the Company agrees to furnish following each Vesting Date a certificate signed by the Chief Financial Officer of the Company or Change of Control. (c) The Option Shares that are subject to monthly vesting in each of the second, third and fourth years after the Grant Date shall become exercisable only on the anniversary of the Grant Date occurring at the end of the twelve (12) month period during which they have vested; provided that any Vested Shares shall be exercisable immediately prior to the consummation of a Sale of the Company or a Change of Control and, subject to the other terms of this Option Agreement, immediately following a Termination of Employment. Subject to preceding sentence and the other relevant provisions and limitations contained herein and in the Plan, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Option Agreement. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share or for less than 100 shares (unless the number purchased is the total balance for which the Option is then exercisable). (d) The unexercised portion of the Option, if any, will automatically, and without notice, terminate and become null and void upon the expiration of 10 years from the Grant Date and, except as expressly provided herein, no portion of the Option may be exercised after such date. (e) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its principal place of business (a copy of the form of exercise to be used will be available upon written request to the Secretary), specifying the Option being exercised and certifies the number of shares of Common Stock to be purchased, vested Warrant Shares and specifying a business day not more than 10 days from the date such notice is given for the payment of the purchase price against delivery of the shares of Common Stock being purchased. Subject to the terms of the Plan and this Option Agreement, the Company shall cause certificates for the shares so purchased to be delivered at the principal business office of the Company, against payment of the full purchase price, on the date specified in the notice of exercise. The Exercise Price shall be paid by you in cash by delivery of a certified or bank check payable to the order of the Company in the full amount of the Exercise Price of the shares so purchased, or in such other manner as described in the Plan and approved by the Committeehereunder. Notwithstanding the foregoing, if permitted no Warrant Shares shall vest following such time as the Licensing and Cooperative Marketing Agreement is terminated by law, payment may be made by: (a) cancellation of any indebtedness of the Company owed to you; in accordance with Section 12(c) thereof. Upon surrender of this Warrant with a duly executed Notice of Exercise in the form of Annex A hereto, together with payment, if applicable, of the. ------- Exercise Price for the Warrant Shares purchased, at the address specified in Section 9 below or at such other address as the Company shall have advised the holder in writing (b) delivering that number of shares of Common Stock already owned by you having an aggregate Fair Market Value which shall equal the exercise price (or any portion thereof) and to deliver the shares thus acquired by you in payment of shares to be received pursuant to the exercise of additional portions of such Option"Designated Office"), the effect of which holder shall be that you can in sequence utilize such newly acquired shares in payment of entitled to receive a certificate or certificates for the exercise price of the entire Option; (c) by waiver of compensation owed, including any bonus, to you from the Warrant Shares so purchased. The Company for services rendered; (d) provided agrees that the Common Stock is “publicly traded” (as defined below), through a “same day sale” commitment from you and a broker-dealer that is a member of the National Association of Securities Dealers, Inc. (a “NASD Dealer”) whereby you irrevocably elect to exercise the Option and to sell a portion of the Common Stock so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such Common Stock to forward the exercise price directly to the Company; or (e) any combination of the foregoing. For purposes of this paragraph, the Common Stock Warrant Shares shall be deemed to be “publicly traded” if it is listed or traded have been issued to the holder as of the close of business on the New York Stock Exchangedate on which this Warrant shall have been surrender together with the Notice of Exercise and payment, American Stock Exchange if applicable, for such Warrant Shares. In lieu of issuance of fractional shares hereunder, the Company shall upon exercise hereof promptly pay in cash or Nasdaq National by Company check to the holder the difference between the proportional fraction of the Exercise Price and the proportional fraction of the Current Market SystemPrice (as defined in Section l.2(c) hereof) of a share of Preferred Stock.