Common use of Exercise of Option; Delivery and Deposit of Certificate Clause in Contracts

Exercise of Option; Delivery and Deposit of Certificate. (s). You (or in the case of your death, your legal representative) may exercise the Option in whole or in part by giving written notice to the Company on the form attached hereto as Exhibit A (the "Exercise Notice") prior to the Option Termination Date, accompanied by full payment for the Optioned Shares being purchased (a) in cash or by certified or bank cashier's check payable to the order of the Company, in an amount equal to the number of Optioned Shares being purchased multiplied by the Exercise Price (the "Aggregate Exercise Price"), (b) in shares of the Company's Common Stock (the "Tendered Shares") with a market value equal to the Aggregate Exercise Price or (c) any combination of cash, certified or bank cashier's check or Tendered Shares having a total value equal to the Aggregate Exercise Price (such cash, check or Tendered Shares with such value being referred to as the "Exercise Consideration"). However, Tendered Shares may be surrendered as all or part of the Exercise Consideration only if you shall have acquired such Tendered Shares more than six months prior to the date of exercise and, if such Tendered Shares are then subject to Transfer Restrictions, only with the prior written consent of the Company as provided in Section 2(a) hereof. As a condition to such consent, the Company may require that a number of Optioned Shares acquired by you upon your exercise of the Option equal to the number of Tendered Shares surrendered upon such exercise shall be subject to the Transfer Restrictions and the Company Repurchase Option to the same extent that such Tendered Shares surrendered upon such exercise were so subject immediately prior to such surrender. Receipt by the Company of the Exercise Notice and the Exercise Consideration shall constitute the exercise of the Option or a part thereof. As soon as reasonably practicable thereafter, the Company shall deliver or cause to be delivered to you a certificate or certificates representing the number of Optioned Shares purchased, registered in your name. If such certificate(s) represent(s) Optioned Shares with respect to which the Transfer Restrictions shall not have lapsed, such certificate(s) shall, immediately upon your receipt thereof, be deposited by you, together with a stock power endorsed in blank, in escrow with the Company. In addition, any certificate(s) representing shares of Common Stock, or other property other than cash, distributed (including pursuant to any stock split) in respect of Optioned Shares purchased by you (a "Non-Cash Distribution") with respect to which the Transfer Restrictions shall not have lapsed shall, immediately upon your receipt thereof, be deposited by you, together with a stock power endorsed in blank (if applicable), in escrow with the Company, and shall be subject to the Transfer Restrictions and the Company Repurchase Option to the same extent as the Optioned Shares in respect of which such Non-Cash Distribution was made. All such deposited certificate(s) may have set forth thereon a legend or legends (in addition to the legend referred to in Section 7 hereof) indicating that the shares of Common Stock (or other property) represented by such certificate(s) are subject to the Transfer Restrictions and, to the extent applicable, to the Company Repurchase Option, as provided herein. All shares of Common Stock delivered upon the exercise of the Option as provided herein shall be fully paid and non-assessable.

Exercise of Option; Delivery and Deposit of Certificate. (s). You ---------------------------------------------------------- (or in the case of your death, your legal representative) may exercise the Option in whole or in part by giving written notice to the Company on the form attached hereto as Exhibit A (the "Exercise Notice") prior to the Option Termination Date, accompanied by full payment for the Optioned Shares being purchased (a) in cash or by certified or bank cashier's check payable to the order of the Company, in an amount equal to the number of Optioned Shares being purchased multiplied by the Exercise Price (the "Aggregate Exercise Price"), (b) in shares of the Company's Common Stock (the "Tendered Shares") with a market value equal to the Aggregate Exercise Price or (c) any combination of cash, certified or bank cashier's check or Tendered Shares having a total value equal to the Aggregate Exercise Price (such cash, check or Tendered Shares with such value being referred to as the "Exercise Consideration"). However, Tendered Shares may be surrendered as all or part of the Exercise Consideration only if (1) the Common Stock is publicly traded over-the-counter or on a national securities exchange, (2) you shall have acquired such Tendered Shares more than six months prior to the date of exercise and, (3) if such Tendered Shares are then subject to Transfer Restrictions, only with the prior written consent of the Company as provided in Section 2(a3(a) hereof. As a condition to such consent, the Company may require that a number of Optioned Shares acquired by you upon your exercise of the Option equal to the number of Tendered Shares surrendered upon such exercise shall be subject to the Transfer Restrictions and the Company Repurchase Option to the same extent that such Tendered Shares surrendered upon such exercise were so subject immediately prior to such surrender. Receipt by the Company of the Exercise Notice and the Exercise Consideration shall constitute the exercise of the Option or a part thereof. As soon as reasonably practicable thereafter, the Company shall deliver or cause to be delivered to you a certificate or certificates representing the number of Optioned Shares purchased, registered in your name. If such certificate(s) represent(s) Optioned Shares with respect to which the Transfer Restrictions shall not have lapsed, such certificate(s) shall, immediately upon your receipt thereof, be deposited by you, together with a stock power endorsed in blank, in escrow with the Company. In addition, any certificate(s) representing shares of Common Stock, or other property other than cash, distributed (including pursuant to any stock split) in respect of Optioned Shares purchased by you (a "Non-Cash Distribution") with respect to which the Transfer Restrictions shall not have lapsed shall, immediately upon your receipt thereof, be deposited by you, together with a stock power endorsed in blank (if applicable), in escrow with the Company, and shall be subject to the Transfer Restrictions and the Company Repurchase Option to the same extent as the Optioned Shares in respect of which such Non-Cash Distribution was made. All such deposited certificate(s) may have set forth thereon a legend or legends (in addition to the legend referred to in Section 7 8 hereof) indicating that the shares of Common Stock (or other property) represented by such certificate(s) are subject to the Transfer Restrictions and, to the extent applicable, to the Company Repurchase Option, as provided herein. All shares of Common Stock delivered upon the exercise of the Option as provided herein shall be fully paid and non-assessable.

Exercise of Option; Delivery and Deposit of Certificate. (s). You (or in ---------------------------------------------------------- the case of your death, your legal representative) may exercise the Option in whole or in part by giving written notice to the Company on the form attached hereto as Exhibit A (the "Exercise Notice") prior to the Option Termination Date, accompanied by full payment for the Optioned Shares being purchased (a) in cash or by certified or bank cashier's check payable to the order of the Company, in an amount equal to the number of Optioned Shares being purchased multiplied by the Exercise Price (the "Aggregate Exercise Price"), (b) in shares of the Company's Common Stock (the "Tendered Shares") with a market value equal to the Aggregate Exercise Price or (c) any combination of cash, certified or bank bank-cashier's check or Tendered Shares having a total value equal to the Aggregate Exercise Price (such cash, check or Tendered Shares with such value being referred to as the "Exercise Consideration"). However, Tendered Shares may be surrendered as all or part of the Exercise Consideration only if (1) the Common Stock is publicly traded over-the-counter or on a national securities exchange, (2) you shall have acquired such Tendered Shares more than six months prior to the date of exercise and, (3) if such Tendered Shares are then subject to Transfer Restrictions, only with the prior written consent of the Company as provided in Section 2(a3(a) hereof. As a condition to such consent, the Company may require that a number of Optioned Shares acquired by you upon your exercise of the Option equal to the number of Tendered Shares surrendered upon such exercise shall be subject to the Transfer Restrictions and the Company Repurchase Option to the same extent that such Tendered Shares surrendered upon such exercise were so subject immediately prior to such surrender. Receipt by the Company of the Exercise Notice and the Exercise Consideration shall constitute the exercise of the Option or a part thereof. As soon as reasonably practicable thereafter, the Company shall deliver or cause to be delivered to you a certificate or certificates representing the number of Optioned Shares purchased, registered in your name. If such certificate(s) represent(s) Optioned Shares with respect to which the Transfer Restrictions shall not have lapsed, such certificate(s) shall, immediately upon your receipt thereof, be deposited by you, together with a stock power endorsed in blank, in escrow with the Company. In addition, any certificate(s) representing shares of Common Stock, or other property other than cash, distributed (including pursuant to any stock split) in respect of Optioned Shares purchased by you (a "Non-Cash Distribution") with respect to which the Transfer Restrictions shall not have lapsed shall, immediately upon your receipt thereof, be deposited by you, together with a stock power endorsed in blank (if applicable), in escrow with the Company, and shall be subject to the Transfer Restrictions Restrictions, and the Company Repurchase Option to the same extent as the Optioned Shares in respect of which such Non-Cash Distribution was made. All such deposited certificate(s) may have set forth thereon a legend or legends (in addition to the legend referred to in Section 7 8 hereof) indicating that the shares of Common Stock (or other property) represented by such certificate(s) are subject to the Transfer Restrictions and, to the extent applicable, to the Company Repurchase Option, as provided herein. All shares of Common Stock delivered upon the exercise of the Option as provided herein shall be fully paid and non-assessable.

Exercise of Option; Delivery and Deposit of Certificate. (s). ---------------------------------------------------------- You (or in the case of your death, your legal representative) may exercise the Option in whole or in part by giving written notice to the Company on the form attached hereto as Exhibit A (the "Exercise Notice") prior to the Option Termination Date, accompanied by full payment for the Optioned Shares being purchased (a) in cash or by certified or bank cashier's check payable to the order of the Company, in an amount equal to the number of Optioned Shares being purchased multiplied by the Exercise Price (the "Aggregate Exercise Price"), (b) in shares of the Company's Common Stock (the "Tendered Shares") with a market value equal to the Aggregate Exercise Price or (c) any combination of cash, certified or bank bank-cashier's check or Tendered Shares having a total value equal to the Aggregate Exercise Price (such cash, check or Tendered Shares with such value being referred to as the "Exercise Consideration"). However, Tendered Shares may be surrendered as all or part of the Exercise Consideration only if (1) the Common Stock is publicly traded over-the-counter or on a national securities exchange, (2) you shall have acquired such Tendered Shares more than six months prior to the date of exercise and, (3) if such Tendered Shares are then subject to Transfer Restrictions, only with the prior written consent of the Company as provided in Section 2(a3(a) hereof. As a condition to such consent, the Company may require that a number of Optioned Shares acquired by you upon your exercise of the Option equal to the number of Tendered Shares surrendered upon such exercise shall be subject to the Transfer Restrictions and the Company Repurchase Option to the same extent that such Tendered Shares surrendered upon such exercise were so subject immediately prior to such surrender. Receipt by the Company of the Exercise Notice and the Exercise Consideration shall constitute the exercise of the Option or a part thereof. As soon as reasonably practicable thereafter, the Company shall deliver or cause to be delivered to you a certificate or certificates representing the number of Optioned Shares purchased, registered in your name. If such certificate(s) represent(s) Optioned Shares with respect to which the Transfer Restrictions shall not have lapsed, such certificate(s) shall, immediately upon your receipt thereof, be deposited by you, together with a stock power endorsed in blank, in escrow with the Company. In addition, any certificate(s) representing shares of Common Stock, or other property other than cash, distributed (including pursuant to any stock split) in respect of Optioned Shares purchased by you (a "Non-Cash Distribution") with respect to which the Transfer Restrictions shall not have lapsed shall, immediately upon your receipt thereof, be deposited by you, together with a stock power endorsed in blank (if applicable), in escrow with the Company, and shall be subject to the Transfer Restrictions Restrictions, and the Company Repurchase Option to the same extent as the Optioned Shares in respect of which such Non-Cash Distribution was made. All such deposited certificate(s) may have set forth thereon a legend or legends (in addition to the legend referred to in Section 7 8 hereof) indicating that the shares of Common Stock (or other property) represented by such certificate(s) are subject to the Transfer Restrictions and, to the extent applicable, to the Company Repurchase Option, as provided herein. All shares of Common Stock delivered upon the exercise of the Option as provided herein shall be fully paid and non-assessable.

Exercise of Option; Delivery and Deposit of Certificate. (s). You (or --------------------------------------------------------- in the case of your death, your legal representative) may exercise the Option in whole or in part by giving written notice to the Company on the form attached hereto as Exhibit A (the "Exercise Notice") prior to the Option Termination Date, accompanied by full payment for the Optioned Shares being purchased (a) in cash or by certified or bank cashier's check payable to the order of the Company, in an amount equal to the number of Optioned Shares being purchased multiplied by the Exercise Price (the "Aggregate Exercise Price"), (b) in shares of the Company's Common Stock (the "Tendered Shares") with a market value equal to the Aggregate Exercise Price or (c) any combination of cash, certified or bank cashier's check or Tendered Shares having a total value equal to the Aggregate Exercise Price (such cash, check or Tendered Shares with such value being referred to as the "Exercise Consideration"). However, Tendered Shares may be surrendered as all or part of the Exercise Consideration only if (1) the Common Stock is publicly traded over-the-counter or on a national securities exchange, (2) you shall have acquired such Tendered Shares more than six months prior to the date of exercise and, (3) if such Tendered Shares are then subject to Transfer Restrictions, only with the prior written consent of the Company as provided in Section 2(a3(a) hereof. As a condition to such consent, the Company may require that a number of Optioned Shares acquired by you upon your exercise of the Option equal to the number of Tendered Shares surrendered upon such exercise shall be subject to the Transfer Restrictions and the Company Repurchase Option to the same extent that such Tendered Shares surrendered upon such exercise were so subject immediately prior to such surrender. Receipt by the Company of the Exercise Notice and the Exercise Consideration shall constitute the exercise of the Option or a part thereof. As soon as reasonably practicable thereafter, the Company shall deliver or cause to be delivered to you a certificate or certificates representing the number of Optioned Shares purchased, registered in your name. If such certificate(s) represent(s) Optioned Shares with respect to which the Transfer Restrictions shall not have lapsed, such certificate(s) shall, immediately upon your receipt thereof, be deposited by you, together with a stock power endorsed endorsed-in blank, in escrow with the Company. In addition, any certificate(s) representing shares of Common Stock, or other property other than cash, distributed (including pursuant to any stock split) in respect of Optioned Shares purchased by you (a "Non-Cash Distribution") with respect to which the Transfer Restrictions shall not have lapsed shall, immediately upon your receipt thereof, be deposited by you, together with a stock power endorsed in blank (if applicable), in escrow with the Company, and shall be subject to the Transfer Restrictions Restrictions, and the Company Repurchase Option to the same extent as the Optioned Shares in respect of which such Non-Cash Distribution was made. All such deposited certificate(s) may have set forth thereon a legend or legends (in addition to the legend referred to in Section 7 8 hereof) indicating that the shares of Common Stock (or other property) represented by such certificate(s) are subject to the Transfer Restrictions and, to the extent applicable, to the Company Repurchase Option, as provided herein. All shares of Common Stock delivered upon the exercise of the Option as provided herein shall be fully paid and non-assessable.